8-K

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    As filed with the Securities and Exchange Commission on February 29, 2000
        ----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report: (Date of earliest event reported): February 29, 2000

                          AMERICAN CLASSIC VOYAGES CO.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

         0-9264                                         31-030330
(Commission File Number)                    (IRS Employer Identification Number)


Two North Riverside Plaza, Suite 200
         Chicago, Illinois                                            60606
(Address of Principal Executive Offices)                           (Zip Code)

                                 (312) 258-1890
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
          -------------------------------------------------------------




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ITEM 5.        OTHER EVENTS

               On February 22, 2000 American Classic Voyages Co. and AMCV
          Capital Trust I completed their previously announced public offerings
          of common stock of American Classic Voyages and Trust Convertible
          Preferred Securities of AMCV Capital Trust. American Classic Voyages
          sold 2,000,000 shares of its common stock and AMCV Capital Trust I
          sold 2,000,000 of its 7% Trust Convertible Preferred Securities. The
          Trust Preferred Securities are convertible into American Classic
          Voyages common stock and are guaranteed on a subordinated basis by
          American Classic Voyages to the extent described in the Trust
          Preferred Securities Guarantee Agreement, entered into by American
          Classic Voyages and The Bank of New York, as trustee. The AMCV Trust
          used the proceeds from the sale of the Trust Preferred Securities and
          from the sale of its common securities to purchase $103,092,000 of
          American Classic Voyages 7% Subordinated Convertible Debentures due
          2015. American Classic Voyages is the sole owner of the common
          securities of the AMCV Trust.

               Net proceeds from the two offerings of approximately $143,500,000
          (after underwriting discounts and estimated offering expenses) will be
          used by American Classic Voyages to finance the construction,
          acquisition or renovation of cruise ships.






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ITEM 7.                 FINANCIAL STATEMENTS AND EXHIBITS



EXHIBIT NUMBER

1.1                          Form of Underwriting Agreement--Preferred
                             Securities, dated February 15, 2000

1.2                          Form of Underwriting Agreement--Common
                             Stock, dated February 15, 2000

4.1                          Junior Convertible Subordinated
                             Indenture dated as of February 22, 2000
                             between the Company and The Bank of New
                             York, as trustee (includes form of
                             Subordinated Debenture)


4.2                          Amended and Restated Declaration of Trust
                             of AMCV Capital Trust I among American
                             Classic Voyages Co. (the "Company"), The
                             Bank of New York, as property Trustee,
                             Philip C. Calian, Randall L. Talcott and
                             Jordan B. Allen, as Administrative Trustees
                             and The Bank of New York (Delaware), as
                             Delaware Trustee (includes form of Preferred
                             Security)


4.3                          Form of Preferred Security (included in
                             Exhibit 4.2)

4.4                          Form of Subordinated Debenture (included in
                             Exhibit 4.1)


10.1                         Trust Convertible Preferred Securities
                             Guarantee Agreement dated February 22,
                             2000, by the Company and The Bank of New
                             York, as trustee




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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    AMERICAN CLASSIC VOYAGES CO.


                                    Date: February 29, 2000





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

EX-1.1

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                                                                    EXHIBIT 1.1


                         FORM OF UNDERWRITING AGREEMENT

                2,000,000 Trust Convertible Preferred Securities

                              AMCV CAPITAL TRUST I

                  7.00% Trust Convertible Preferred Securities
              (Liquidation Amount $50 per Trust Preferred Security)

                       Guaranteed by, and Convertible into
                                Common Stock of,



                          AMERICAN CLASSIC VOYAGES CO.


                             UNDERWRITING AGREEMENT

                                                              February 15, 2000
Donaldson, Lufkin & Jenrette
  Securities Corporation
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
c/o Donaldson, Lufkin & Jenrette
  Securities Corporation
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

         AMCV Capital Trust I, a statutory business trust formed under the laws
of the State of Delaware (the "TRUST"), and American Classic Voyages Co., a
Delaware corporation (the "COMPANY"), propose that the Trust issue and sell to
the several underwriters named in Schedule A hereto (the "UNDERWRITERS")
2,000,000 of its 7.00% Trust Convertible Preferred Securities (liquidation
amount $50 per Trust Preferred Security) (the "FIRM SECURITIES"), representing
preferred undivided beneficial interests in the assets of the Trust, guaranteed
on a subordinated basis by the Company as to the payment of distributions, and
as to payments on liquidation and redemption, to the extent set forth in a
guarantee agreement (the "PREFERRED GUARANTEE") between the Company and The Bank
of New York, as guarantee trustee (the "GUARANTEE TRUSTEE"), and convertible
into common stock, par value $.01 per share ("COMMON STOCK"), of the Company.
The Trust and the Company also propose that the Trust issue and sell to the
several Underwriters not more than an additional 300,000 of its 7.00% Trust
Convertible Preferred Securities (the "ADDITIONAL SECURITIES") if requested by
the Underwriters as provided in Section 2 hereof. The Firm Securities and the
Additional Securities are hereinafter referred to collectively as the
"SECURITIES". The Trust will purchase, with the proceeds of the sale of the
Securities and its 7.00% Trust Convertible Common Securities (liquidation amount
$50 per Trust



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Common Security) (the "COMMON SECURITIES"), $103,092,800 aggregate principal
amount (or $118,556,750 aggregate principal amount assuming full exercise by the
Underwriters of the overallotment option described herein) of 7.00% Subordinated
Convertible Debentures due 2015 (the "DEBENTURES") of the Company, to be issued
pursuant to the Junior Convertible Subordinated Indenture to be dated as of
February 22, 2000 (the "INDENTURE") between the Company and The Bank of New
York, as trustee (the "INDENTURE TRUSTEE" ).

         Immediately after the Closing Date (as defined herein), the Company
will be the holder of all of the Common Securities. The Common Securities will
represent subordinated undivided beneficial interests in the assets of the
Trust, guaranteed on a subordinated basis by the Company as to the payment of
distributions, and as to payments on liquidation and redemption, to the extent
set forth in a guarantee agreement (the "COMMON GUARANTEE," and together with
the Preferred Guarantee, the "GUARANTEES") executed by the Company. The Trust
will be subject to the provisions of an Amended and Restated Declaration of
Trust (the "DECLARATION") to be dated as of February 22, 2000 among the Company,
as sponsor of the Trust, The Bank of New York, as property trustee (the
"PROPERTY TRUSTEE"), The Bank of New York (Delaware), as Delaware trustee (the
"DELAWARE TRUSTEE"), and three individual trustees who are officers of the
Company (the "ADMINISTRATIVE TRUSTEES"). The Property Trustee, the Delaware
Trustee and the Administrative Trustees are collectively referred to herein as
the "TRUSTEES."

         Concurrently with the offering of the Securities, the Company is
offering 2,000,000 shares of Common Stock (excluding 300,000 shares available to
cover the over-allotment) pursuant to a separate underwriting agreement. This
offering and the common stock offering are not dependent on each other.

         SECTION 1. Registration Statement and Prospectus. The Trust and the
Company have prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 (No. 333-94771) covering the
registration under the Securities Act of 1933, as amended and the rules and
regulations of the Commission thereunder (the "ACT") up to $250,000,000 of (i)
Common Stock, (ii) Preferred Stock of the Company, (iii) subordinated debt
securities of the Company, (iv) preferred securities of the Trust, and (v)
guarantees and back-up undertakings of the Company in connection with the
preferred securities of the Trust, of which the Securities are a part. Such
registration statement, as amended, has been declared effective by the
Commission. Such registration statement, as amended through the date of this
Agreement, including all documents incorporated or deemed to be incorporated
therein by reference, as from time to time amended or supplemented pursuant to
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission thereunder (collectively, the "EXCHANGE ACT"), or otherwise,
are herein collectively referred to as the "REGISTRATION STATEMENT". The
prospectus in the form first used to confirm sales of Securities (including the
information contained in any prospectus supplement relating to the Securities
and any documents or information incorporated or deemed to be incorporated by
reference into such prospectus) are hereinafter collectively referred to as the
"PROSPECTUS". All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," "described" or
"stated" in the Registration Statement or the Prospectus (and all references of
like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be.
The terms "supplement,"


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"supplemented," "amendment," "amend" and "amended" as used in this Agreement
with respect to the Registration Statement or the Prospectus shall include all
documents filed by the Trust or the Company with the Commission pursuant to the
Exchange Act that are incorporated or deemed to be incorporated therein by
reference.

         SECTION 2. Agreements to Sell and Purchase and Lock-Up Agreements.

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Trust and the Company
agree that the Trust shall issue and sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the
Trust, at a price per Trust Preferred Security of $50 (the "PURCHASE PRICE"),
the number of Firm Securities set forth opposite the name of such Underwriter in
Schedule A hereto.

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Trust and the Company
agree that the Trust shall issue and sell the Additional Securities and the
Underwriters shall have the right to purchase, severally and not jointly, up to
300,000 Additional Securities from the Trust at the Purchase Price. Additional
Securities may be purchased solely for the purpose of covering over- allotments
made in connection with the offering of the Firm Securities. The Underwriters
may exercise their right to purchase Additional Securities in whole or in part
from time to time by giving written notice thereof to the Trust and the Company
within 30 days after the date of this Agreement. You shall give any such notice
and such notice shall specify the aggregate number of Additional Securities to
be purchased pursuant to such exercise and the date for payment and delivery
thereof, which date shall be a business day (i) no earlier than two business
days after such notice has been given (and, in any event, no earlier than the
Closing Date) and (ii) no later than ten business days after such notice has
been given. If any Additional Securities are to be purchased, each Underwriter,
severally and not jointly, agrees to purchase from the Trust the number of
Additional Securities (subject to such adjustments to eliminate fractional
shares as you may determine) which bears the same proportion to the total number
of Additional Securities to be purchased from the Trust as the number of Firm
Securities set forth opposite the name of such Underwriter in Schedule I bears
to the total number of Firm Securities.

         As compensation to the Underwriters for their commitments hereunder,
and in view of the fact that the proceeds of the sale of the Securities will be
used by the Trust to purchase the Debentures of the Company, the Company on the
Closing Date or any Option Closing Date (as hereinafter defined) shall pay to
DLJ, for the respective accounts of the several Underwriters, an amount equal to
$1.625 per Security for the Securities delivered by the Trust pursuant hereto on
the Closing Date or any Option Closing Date.

         The Company hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common



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Stock, or such other securities, in cash or otherwise), except to the
Underwriters pursuant to this Agreement, for a period of 90 days after the date
of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Notwithstanding the foregoing, during such
90-day period (i) the Company may issue stock or grant stock options pursuant to
the Company's existing stock option and stock award plans; and (ii) the Company
may issue shares of Common Stock upon the exercise of an option or warrant or
the conversion of a security outstanding on the date hereof. The Company also
agrees not to file any registration statement with respect to any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock for a period of 90 days after the date of the Prospectus
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation. The Company shall, prior to or concurrently with the execution of
this Agreement, deliver an agreement executed by (i) each of the directors and
executive officers of the Company and (ii) each stockholder listed on Schedule B
hereto to the effect that such person will not, during the period commencing on
the date such person signs such agreement and ending 90 days after the date of
the Prospectus, without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation, (A) engage in any of the transactions described
in the first sentence of this paragraph or (B) make any demand for, or exercise
any right with respect to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock.

         SECTION 3. Terms of the Public Offering. The Company and the Trust are
advised by you that the Underwriters propose (i) to make a public offering of
their respective portions of the Securities as soon after the execution and
delivery of this Agreement as in your judgment is advisable and (ii) initially
to offer the Securities upon the terms set forth in the Prospectus.

         SECTION 4. Delivery and Payment. The Securities shall be represented by
one or more definitive global Securities in book-entry form which will be
deposited by or on behalf of the Trust with The Depository Trust Company ("DTC")
or its designated custodian. The Trust shall deliver the Securities, with any
transfer taxes thereon duly paid by the Trust, to Donaldson, Lufkin & Jenrette
Securities Corporation through the facilities of DTC for the respective accounts
of the several Underwriters, against payment to the Trust of the Purchase Price
therefor by wire transfer of Federal or other funds immediately available in New
York City. The global certificates representing the Securities shall be made
available for inspection not later than 9:30 A.M., New York City time, on the
business day prior to the Closing Date or the applicable Option Closing Date, as
the case may be, at the office of DTC or its designated custodian (the
"DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm
Securities shall be 9:00 A.M., New York City time, on February 22, 2000 or such
other time on the same or such other date as Donaldson, Lufkin & Jenrette
Securities Corporation and the Company shall agree in writing. The time and date
of delivery for the Firm Securities are hereinafter referred to as the "CLOSING
DATE". The time and date of delivery and payment for any Additional Securities
to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on
the date specified in the applicable exercise notice given by you pursuant to
Section 2 or such other time on the same or such other date as Donaldson, Lufkin
& Jenrette Securities Corporation and the Company shall agree in writing. The
time and date of delivery for any Additional Securities are hereinafter referred
to as an "OPTION CLOSING DATE".



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         The documents to be delivered on the Closing Date or any Option Closing
Date on behalf of the parties hereto pursuant to Section 8 of this Agreement,
shall be delivered at the offices of Sidley & Austin, Bank One Plaza, 10 South
Dearborn Street, Chicago, Illinois 60603 (the "CLOSING LOCATION"), and the
Securities will be delivered at the Designated Office, all on the Closing Date
or such Option Closing Date, as the case may be.

         SECTION 5. Agreements of the Trust and the Company. The Trust and the
Company jointly and severally agree with each Underwriter as follows:

         (a) To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Securities for offering or sale in any jurisdiction, or
the initiation of any proceeding for such purposes, (iii) when any amendment to
the Registration Statement becomes effective, (iv) of the happening of any event
during the period referred to in Section 5(d) below which makes any statement of
a material fact made in the Registration Statement or the Prospectus untrue or
which requires any additions to or changes in the Registration Statement or the
Prospectus in order to make the statements therein not misleading. If at any
time the Commission shall issue any stop order suspending the effectiveness of
the Registration Statement, the Company will use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time.

         (b) To furnish to you four signed copies of the Registration Statement
as first filed with the Commission and of each amendment to it, including all
exhibits and documents incorporated therein by reference, and to furnish to you
and each Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without exhibits
but including documents incorporated therein by reference, as you may reasonably
request.

         (c) To prepare the Prospectus, the form and substance of which shall be
satisfactory to you, and to file the Prospectus in such form with the Commission
within the applicable period specified in Rule 424(b) under the Act; during the
period specified in Section 5(d) below, not to file any further amendment to the
Registration Statement and not to make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to which you
shall reasonably object after being so advised; and, during such period, to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or amendment or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Securities by you, and to use its best efforts to cause any
such amendment to the Registration Statement to become promptly effective.

         (d) Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus
and any



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documents incorporated therein by reference) as such Underwriter or dealer may
reasonably request.

         (e) If during the period specified in Section 5(d), any event shall
occur or condition shall exist as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the Prospectus so that
the statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

         (f) Prior to any public offering of the Securities, to cooperate with
you and counsel for the Underwriters in connection with the registration or
qualification of the Securities for offer and sale by the several Underwriters
and by dealers under the state securities or Blue Sky laws of such jurisdictions
as you may request, to continue such registration or qualification in effect so
long as required for distribution of the Securities and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation, other
than a consent to service of process as to matters and transactions relating to
the Prospectus, the Registration Statement, any preliminary prospectus or the
offering or sale of the Securities, in any jurisdiction in which it is not now
so subject.

         (g) To mail and make generally available to its stockholders as soon as
practicable an earnings statement covering the twelve-month period ending March
31, 2001 that shall satisfy the provisions of Section 11(a) of the Act, and to
advise you in writing when such statement has been so made available.

         (h) During the period of three years after the date of this Agreement,
to furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed and such other publicly available
information concerning the Company and its subsidiaries as you may reasonably
request.

         (i) To use the net proceeds received by it from the sale of the
Securities in the manner specified in the Prospectus (including the prospectus
supplement relating to the Securities) under "Use of Proceeds".

         (j) To use reasonable best efforts to list, subject to notice of
issuance, the Securities and the Common Stock issuable upon conversion of the
Securities or the Debentures on the Nasdaq National Market and to maintain such
listing on the Nasdaq National Market so long as the Securities are outstanding.
At such time as the Debentures are distributed to holders of the



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Securities pursuant to the Declaration, the Company will use reasonable best
efforts to list the Debentures on the Nasdaq National Market and to maintain
such listing on the Nasdaq National Market so long as the Debentures are
outstanding.

         (k) To, during the period when the Prospectus is required to be
delivered under the Act or the Exchange Act, file all documents required to be
filed with the Commission pursuant to the Exchange Act within the time periods
required by the Exchange Act.

         (l) The Company shall issue the Preferred Guarantee concurrently with
the issue and sale of the Securities as contemplated herein.

         (m) To use their best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company or the
Trust prior to the Closing Date or any Option Closing Date, as the case may be,
and to satisfy all conditions precedent to the delivery of the Securities.

         (n) So long as any Securities are outstanding, the Trust will continue
its existence in good standing as a business trust under the Delaware Business
Trust Act with power and authority to own property and conduct its business as
described in the Prospectus and the Trust will remain duly qualified to transact
business as a foreign corporation in good standing in each jurisdiction in which
such qualification is necessary, except to the extent that the failure to so
qualify would not, singly or in the aggregate, materially adversely affect the
operations of the Trust.

         (o) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, the Company agrees to pay or cause
to be paid all expenses incident to the performance of its obligations under
this Agreement, including: (i) the fees, disbursements and expenses of counsel
to the Company and the Trust and the Company's and the Trust's accountants in
connection with the registration and delivery of the Securities under the Act
and all other fees and expenses in connection with the preparation, printing,
filing and distribution of the Registration Statement (including financial
statements and exhibits), any preliminary prospectus, the Prospectus and all
amendments and supplements to any of the foregoing, including the mailing and
delivering of copies thereof to the Underwriters and dealers in the quantities
specified herein, (ii) all costs and expenses related to the transfer and
delivery of the Securities to the Underwriters, including any transfer or other
taxes payable thereon, (iii) all costs of printing or producing this Agreement
and any other agreements or documents in connection with the offering, purchase,
sale or delivery of the Securities, excluding any internal sales memoranda or
other documents prepared by any of you, (iv) all expenses in connection with the
registration or qualification of the Securities for offer and sale under the
securities or Blue Sky laws of the several states and all costs of printing or
producing any Preliminary and Supplemental Blue Sky Memoranda in connection
therewith (including the filing fees and reasonable fees and disbursements of
counsel for the Underwriters in connection with such registration or
qualification and memoranda relating thereto (not in excess of $5,000)), (v) the
filing fees and reasonable disbursements of counsel for the Underwriters in
connection with the review and clearance of the offering of the Securities by
the National Association of Securities Dealers, Inc., (vi) all fees and expenses
in connection with the preparation and filing of the registration statement on
Form 8-A relating to the Securities and all costs and expenses incident to the
listing of the Securities on the Nasdaq National Market, (vii) the cost of
printing



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certificates representing the Securities, (viii) the costs and charges of any
transfer agent, registrar and/or depositary (including DTC), (ix) the fees and
expenses of the Trustees, the Guarantee Trustee and the Indenture Trustee and
their counsel in connection with the Declaration, the Guarantee, the Indenture
and the Securities and (x) all other costs and expenses incident to the
performance of the obligations of the Company hereunder for which provision is
not otherwise made in this Section.

         SECTION 6. Representations and Warranties of the Company and the Trust.

         The Company and the Trust jointly and severally represent and warrant
to each Underwriter that:

         (a) Each of the Company and the Trust meets the requirements for use of
Form S-3 under the Act. The Registration Statement has become effective under
the Act and no stop order suspending the effectiveness of the Registration
Statement has been issued under the Act and no proceedings for that purpose have
been instituted or are pending or, to the knowledge of the Company, are
contemplated by the Commission, and any request on the part of the Commission
for additional information has been complied with.

         At the respective times the Registration Statement became effective and
on the Closing Date (and, if any Additional Securities are purchased, on the
Option Closing Date), the Registration Statement, and any amendments and
supplements thereto complied and will comply in all material respects with the
requirements of the Act and did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Prospectus
complies and, as amended or supplemented will comply, in all material respects
with the Act. The Prospectus does not contain and, as amended or supplemented,
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Each preliminary
prospectus filed as part of the Registration Statement as originally filed or as
part of any amendment thereto, or filed pursuant to Rule 424 under the Act,
complied when so filed in all material respects with the Act and did not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The
representations and warranties in this paragraph do not apply to statements or
omissions in the Registration Statement or Prospectus or any preliminary
prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.

         (b) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement and the Prospectus, when they became
effective or at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of the
Act or the Exchange Act, as applicable, and, when read together with the other
information in the Prospectus, at the time the Registration Statement became
effective, at the time the Prospectus was issued and on the Closing Date (and if
any Additional Securities are purchased, on the Option Closing Date), did not
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.



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         (c) KPMG LLP are independent public accountants with respect to the
Company and its subsidiaries as required by the Act.

         (d) The financial statements included in the Registration Statement and
the Prospectus (and any amendment or supplement thereto), together with the
related schedules and notes, present fairly in all material respects the
financial position of the Company and its consolidated subsidiaries at the dates
indicated and the results of operations, stockholders' equity and cash flows of
the Company and its consolidated subsidiaries for the periods specified; said
financial statements have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules, if any, included in the Registration
Statement present fairly in accordance with GAAP the information required to be
stated therein. The selected financial data and the summary financial
information included in the Prospectus present fairly the information shown
therein and have been compiled on a basis consistent with that of the financial
statements included in the Registration Statement. The other financial and
statistical information and data set forth or incorporated by reference in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto) are, in all material respects, accurately presented and prepared on a
basis consistent with the financial statements included in the Registration
Statement and the books and records of the Company.

         (e) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole (a "MATERIAL ADVERSE CHANGE"), (ii) there has not
been any material adverse change or any development involving a prospective
material adverse change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries has incurred any material liability or obligation, direct or
contingent.

         (f) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware and has
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, except where the
failure so to qualify or to be in good standing would not result in a Material
Adverse Change.

         (g) Each "significant subsidiary" of the Company (as such term is
defined in Rule 1-02 of Regulation S-X) (each a "SUBSIDIARY" and, collectively,
the "SUBSIDIARIES") has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, except
where the failure so to qualify or to be in good standing would not result in a
Material Adverse Change; except as otherwise disclosed in the Registration



                                      -9-

   10

Statement or the Prospectus, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully paid
and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity; none of the outstanding shares of capital stock of
any Subsidiary was issued in violation of the preemptive or similar rights of
any securityholder of such Subsidiary. The only subsidiaries of the Company are
(a) the subsidiaries listed on Schedule C hereto and (b) certain other
subsidiaries which, considered in the aggregate as a single Subsidiary, do not
constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

         (h) The shares of issued and outstanding capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable; none of the outstanding shares of capital stock of the Company
was issued in violation of the preemptive or other similar rights of any
securityholder of the Company.

         (i) This Agreement has been duly authorized, executed and delivered by
the Trust and the Company.

         (j) The shares of Common Stock issuable upon the conversion of the
Securities or the Debentures have been duly authorized and reserved for issuance
and when issued and delivered in accordance with the Declaration or the
Indenture, as applicable, will be validly issued, fully paid and non-assessable.
The capital stock of the Company, including the Common Stock, conforms in all
material respects to all statements relating thereto contained in the Prospectus
and such description conforms in all material respects to the rights set forth
in the instruments defining the same. The issuance of the Common Stock upon the
conversion of the Securities or the Debentures is not subject to the preemptive
or other similar rights of any securityholder of the Company.

         (k) No labor dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company, is imminent, and the
Company is not aware of any existing or imminent labor disturbance by the
employees of any of its or any subsidiary's principal suppliers, manufacturers,
customers or contractors, which, in either case, may reasonably be expected to
result in a Material Adverse Change.

         (l) There is no action, suit, proceeding, inquiry or investigation
before or brought by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened, against
or affecting the Company or any subsidiary, which is required to be disclosed in
the Registration Statement or the Prospectus (other than as disclosed therein),
or which might reasonably be expected to result in a Material Adverse Change, or
which might reasonably be expected to materially and adversely affect the
properties or assets of the Company and its subsidiaries, taken as a whole, or
the consummation of the transactions contemplated in this Agreement or the
performance by the Company of its obligations hereunder; the aggregate of all
pending legal or governmental proceedings to which the Company or any subsidiary
is a party or of which any of their respective property or assets is the subject
which are not described in the Registration Statement or the Prospectus,
including ordinary routine litigation incidental to the business, could not
reasonably be expected to result in a Material Adverse Change.



                                      -10-

   11

         (m) There are no contracts or documents which are required to be
described in the Registration Statement, the Prospectus or the documents
incorporated by reference therein or to be filed as exhibits thereto which have
not been so described and filed as required in all material respects.

         (n) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, adequate patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property
(collectively, "INTELLECTUAL PROPERTY") necessary to carry on the business now
operated by them, and neither the Company nor any of its subsidiaries has
received any written notice of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of any facts or
circumstances which would render any Intellectual Property invalid or inadequate
to protect the interest of the Company or any of its subsidiaries therein, and
which infringement or conflict (if the subject of any unfavorable decision,
ruling or finding) or invalidity or inadequacy, singly or in the aggregate,
would result in a Material Adverse Change.

         (o) No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency is necessary or required for the performance by the Company
of its obligations hereunder, in connection with the offering, issuance or sale
of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement, except (i) such as have been already obtained or as may be
required under the Act or state securities laws or (ii) where the failure to
make such filing, or obtain such authorization, approval, consent, license,
order, representation, qualification or decree would not, singly or in the
aggregate, result in a Material Adverse Change.

         (p) The Company and its subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (each, an "AUTHORIZATION") issued
by the appropriate federal, state, local or foreign regulatory agencies or
bodies necessary to conduct the business now operated by them; the Company and
its subsidiaries are in compliance with the terms and conditions of all such
Authorizations, except where the failure so to comply would not, singly or in
the aggregate, result in a Material Adverse Change; all of the Authorizations
are valid and in full force and effect, except where the invalidity of such
Authorizations or the failure of such Authorizations to be in full force and
effect would not result in a Material Adverse Change; and neither the Company
nor any of its subsidiaries has received any notice of proceedings relating to
the revocation or modification of any such Authorizations which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling or finding,
would result in a Material Adverse Change.

         (q) The Company and its subsidiaries have good and marketable title to
all real property owned by the Company and its subsidiaries and good title to
all other material properties owned by them, in each case, free and clear of all
mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind except such as (a) are described in the Prospectus or
(b) do not, singly or in the aggregate, materially and adversely affect the
value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company or any of its subsidiaries;
and all of the leases and subleases material to the business of the Company and
its subsidiaries, considered as one enterprise, and under which



                                      -11-

   12

the Company or any of its subsidiaries holds properties described in the
Prospectus, are in full force and effect, and neither the Company nor any
subsidiary has received any written notice of any material claim of any sort
that has been asserted by anyone adverse to the rights of the Company or any
subsidiary under any of the leases or subleases mentioned above, or adversely
affecting the rights of the Company or such subsidiary to the continued
possession of the leased or subleased premises under any such lease or sublease.

         (r) Except as described in the Registration Statement and except as
would not, singly or in the aggregate, result in a Material Adverse Change, to
the knowledge of the Company after due inquiry, (A) neither the Company nor any
of its subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law or
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum or petroleum products
(collectively, "HAZARDOUS MATERIALS") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials (collectively, "ENVIRONMENTAL LAWS"), (B) the Company and
its subsidiaries have all permits, authorizations and approvals required under
any applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or threatened administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries and (D) there
are no events or circumstances that might reasonably be expected to form the
basis of an order for clean-up or remediation, or an action, suit or proceeding
by any private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.

         (s) In connection with the operation by the Company or any of its
subsidiaries of United States flag vessels, the Company and such subsidiaries
are citizens of the United States within the meaning of Section 2 of the
Shipping Act, 1916, as amended.

         (t) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (iii) access to assets is permitted only in accordance
with management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

         (u) The Trust has been duly created and is validly existing as a
statutory business trust in good standing under the Business Trust Act of the
State of Delaware (the "DELAWARE BUSINESS TRUST ACT") with the trust power and
authority to own property and conduct its business as described in the
Prospectus, and has conducted and will conduct no business other than the
transactions contemplated by this Agreement and described in the Prospectus; the
Trust


                                      -12-

   13

is not a party to or bound by any agreement or instrument other than this
Agreement, the Declaration and the agreements and instruments contemplated by
the Declaration and described in the Prospectus; based on expected operations
and current law, the Trust will be classified for United States federal income
tax purposes as a grantor trust and will not be taxable as a corporation; and
the Trust is not a party to or subject to any action, suit or proceeding of any
nature.

         (v) The Securities have been duly and validly authorized by the Trust,
and, when issued and delivered to the Underwriters against payment therefor as
provided herein, will be duly and validly issued and fully paid and
non-assessable undivided preferred beneficial interests in the assets of the
Trust and will conform in all material respects to the description thereof
contained in the Prospectus; the issuance of the Securities is not subject to
preemptive or other similar rights; the Securities will have the rights set
forth in the Declaration, and the terms of the Securities are valid and binding
on the Trust; the holders of the Securities will be entitled to the same
limitation of personal liability extended to the stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

         (w) The Common Securities have been duly and validly authorized by the
Trust and upon delivery by the Trust to the Company against payment therefor as
described in the Prospectus, will be duly and validly issued undivided
subordinated beneficial interests in the assets of the Trust and will conform in
all material respects to the description thereof contained in the Prospectus;
the issuance of the Common Securities is not subject to preemptive or other
similar rights; and on the Closing Date or each Option Closing Date, as the case
may be, all of the issued and outstanding Common Securities of the Trust will be
directly owned by the Company free and clear of any security interest, claim,
lien, encumbrance or adverse interest of any nature (each, a "LIEN"), other than
rights of the Company arising under the Declaration to redeem Common Securities;
and the Common Securities and the Securities are the only interests authorized
to be issued by the Trust.

         (x) Each of the Guarantees, the Declaration and the Indenture
(collectively, the "GUARANTOR AGREEMENTS") has been duly authorized and when
validly executed and delivered by the Company and, in the case of the
Guarantees, by the Guarantee Trustee and, in the case of the Declaration, by the
Administrative Trustees and, in the case of the Indenture, by the Indenture
Trustee, will constitute valid and legally binding obligations of the Company,
enforceable against the Company or the Trust in accordance with their respective
terms, except as (A) the enforcement thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors' rights generally and (B) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability; and each of the Preferred
Guarantee, the Declaration and the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended, and each of the Guarantor Agreements
will conform in all material respects to all statements related thereto in the
Prospectus.

         (y) The Debentures have been duly authorized and, on the Closing Date
or the Option Closing Date, as the case may be, will have been validly executed
and delivered by the Company. When the Debentures have been executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Trust in accordance with the terms of the Declaration,
the Debentures will be entitled to the benefits of the Indenture and will



                                      -13-

   14

be valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms except as (A) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (B) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability.

         (z) The Debentures conform in all material respects as to legal matters
to the description thereof contained in the Prospectus.

         (aa) Neither the Company nor any of its subsidiaries (including the
Trust) is (i) in violation of its respective charter, declaration of trust or
by-laws or (ii) in default in the performance of any obligation, agreement,
covenant or condition contained in any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries or
their respective property is bound, except in the case of clause (ii) for such
defaults which would not result in a Material Adverse Change.

         (ab) The execution, delivery and performance of this Agreement by the
Trust, the compliance by the Trust with all of the provisions of this Agreement,
and the consummation of the transactions contemplated by this Agreement and by
the Declaration, including the issuance and sale of the Securities and the
Common Securities by the Trust, the purchase of the Debentures by the Trust, and
the distribution of the Debentures by the Trust in the circumstances
contemplated by the Declaration, will not (i) require any consent, approval,
authorization or other order of, or qualification with, any court or
governmental body or agency (except such as may be required under the securities
or Blue Sky laws of the various states), (ii) conflict with or constitute a
breach of any of the terms or provisions of, or a default under, the charter,
by-laws or declaration of trust of the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any
subsidiary or their respective property is bound (iii) violate or conflict with
any applicable law or any rule, regulation, judgment, order or decree of any
court or any governmental body or agency having jurisdiction over the Company,
any of its subsidiaries or their respective property, (iv) result in the
imposition or creation of (or the obligation to create or impose) a Lien under
any agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries or their respective
property is bound or (v) result in the suspension, termination or revocation of
any Authorization of the Company or any of its subsidiaries or any other
impairment of the rights of the holder of any such Authorization.

         (ac) The execution, delivery and performance of this Agreement, the
Debentures and the Guarantor Agreements by the Company, the compliance by the
Company with all the provisions hereof and thereof and the consummation of the
transactions contemplated hereby and thereby including the issuance and sale of
the Securities and the Common Securities by the Trust, the sale of the
Debentures by the Company to the Trust, the distribution of the Debentures by
the Trust in the circumstances contemplated by the Declaration, the issuance by
the Company of the Guarantee, and the issuance by the Company of the Common
Stock upon the conversion of the Securities or the Debentures will not (i)
require any consent, approval, authorization or other



                                      -14-

   15

order of, or qualification with, any court or governmental body or agency
(except such as have been made or received and except such as may be required
under the securities or Blue Sky laws of the various states), (ii) constitute a
breach of any of the terms or provisions of, or a default under, the charter or
by-laws of the Company or any of its subsidiaries or any indenture, loan
agreement, mortgage, lease or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound, except for such breaches or
defaults of such indentures, loan agreements, mortgages, leases or other
agreements which would not result in a Material Adverse Change, (iii) violate
any applicable law or any rule, regulation, judgment, order or decree of any
court or any governmental body or agency having jurisdiction over the Company,
any of its subsidiaries or their respective property, (iv) result in the
imposition or creation of (or the obligation to create or impose) a Lien
(excluding any right of redemption of the Company arising under the Declaration,
the Indenture or the Debentures) under any agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound, except as would not
result in a Material Adverse Change or (v) result in the suspension, termination
or revocation of any Authorization of the Company or any of its subsidiaries or
any other impairment of the rights of the holder of any such Authorization,
except as would not result in a Material Adverse Change.

         (ad) Neither the Company nor any of its subsidiaries is, and after
giving effect to the offering and sale of the Securities, the Debentures, the
Guarantees and the Common Stock issuable upon conversion of the Securities
and/or Debentures, and the application of the proceeds thereof as described in
the Prospectus, will not be, an "investment company," or an entity "controlled"
by an investment company, as such terms are defined in the Investment Company
Act of 1940, as amended (the "INVESTMENT COMPANY ACT"). The Trust is not
required to be registered under the Investment Company Act.

         (ae) The Company's obligations under the Guarantees are subordinate and
junior in right of payment to all liabilities of the Company.

         (af) The Debentures are subordinated and junior in right of payment to
all Senior Debt (as defined in the Indenture) of the Company.

         (ag) Each of the Administrative Trustees is an employee of the Company
and has been duly authorized by the Company to execute and deliver the
Declaration; the Declaration has been, or on the Closing Date will be, duly
executed and delivered by the Administrative Trustees and is or will be, as
applicable, a valid and binding obligation of each Administrative Trustee,
enforceable against such Administrative Trustee in accordance with its terms
except as (A) the enforcement thereof may be limited by bankruptcy, insolvency,
or similar laws affecting creditors' rights generally and (B) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.

         (ah) The Company and the Trust have not taken and will not take,
directly or indirectly, any action designed to, or that might be reasonably
expected to, cause or result in stabilization or manipulation of the price of
the Securities.



                                      -15-

   16

         (ai) There are no contracts, agreements or understandings between the
Trust or the Company and any person granting such person the right to require
the Trust or the Company to file a registration statement under the Act with
respect to any Securities or securities similar to the Securities of the Trust
or the Company owned or to be owned by such person or to require the Trust or
the Company to include such securities in the securities registered pursuant to
the Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Trust or the Company under the Act.

         (aj) Each certificate signed by any officer of the Company or any of
its subsidiaries or by any Administrative Trustee delivered to the Underwriters
or to counsel for the Underwriters shall be deemed a representation and warranty
by the Company or the Trust, as the case may be, to the Underwriter as to the
matters covered thereby.

         SECTION 7. Indemnification. -

         (a) The Trust and the Company jointly and severally agree to indemnify
and hold harmless each Underwriter, its directors, its officers and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and judgments (including, without limitation, any legal or
other expenses reasonably incurred in connection with investigating or defending
any matter, including any action, that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), the Prospectus (or any amendment or
supplement thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter or its market making or stabilization
activities furnished in writing to the Company by such Underwriter through you
expressly for use therein; provided, however, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter who failed to deliver a Prospectus, as then amended
or supplemented, (so long as the Prospectus and any amendments or supplements
thereto was provided by the Company to the several Underwriters in the requisite
quantity and on a timely basis to permit proper delivery on or prior to the
Closing Date) to the person asserting any losses, claims, damages, liabilities
or judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or preliminary prospectus
supplement, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such material misstatement or omission or alleged
material misstatement or omission was cured in such Prospectus and such
Prospectus was required by law to be delivered at or prior to the written
confirmation of sale to such person.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Trust, the Trustees, the Company, its directors, its
officers who sign the Registration Statement and each person, if any, who
controls the Trust or the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, to the same extent as



                                      -16-

   17

the foregoing indemnity from the Company to such Underwriter but only with
reference to information relating to such Underwriter or its market making or
stabilization activities furnished in writing to the Company by such Underwriter
through you expressly for use in the Registration Statement (or any amendment
thereto), the Prospectus (or any amendment or supplement thereto) or any
preliminary prospectus or preliminary prospectus supplement.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 7(a) and 7(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 7(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by Donaldson, Lufkin & Jenrette Securities Corporation, in the case
of parties indemnified pursuant to Section 7(a), and by the Company, in the case
of parties indemnified pursuant to Section 7(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of



                                      -17-

   18

such action and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of the indemnified
party.

         (d) To the extent the indemnification provided for in this Section 7 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Trust and the Company on the one hand and the Underwriters on the other hand
from the offering of the Securities or (ii) if the allocation provided by clause
7(d)(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
7(d)(i) above but also the relative fault of the Trust and the Company on the
one hand and the Underwriters on the other hand in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Trust and the Company on
the one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by the Trust and the Company, and the total underwriting discounts and
commissions received by the Underwriters, bear to the total price to the public
of the Securities, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault of the Trust and the Company on the one hand
and the Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Trust or the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective number
of Securities purchased by each of the Underwriters hereunder and not joint.



                                      -18-

   19

The remedies provided for in this Section 7 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified
party at law or in equity.

         SECTION 8. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company and the Trust contained in Section
6 hereof or in certificates of any officer of the Company or any subsidiary of
the Company or any Trustee of the Trust delivered pursuant to the provisions
hereof, to the performance by each of the Company and the Trust of its covenants
and other obligations hereunder, and to the following further conditions:

         (a) The Registration Statement has become effective and on the Closing
Date no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings therefor initiated or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. The Prospectus shall have been
filed with the Commission in accordance with Rule 424(b).

         (b) On the Closing Date, the Underwriters shall have received the
favorable opinions, dated as of the Closing Date, of (i) Seyfarth, Shaw,
Fairweather & Geraldson, counsel for the Company and the Trust, in form and
substance satisfactory to counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters to the
effect set forth in Exhibit A-1 hereto and to such further effect as counsel to
the Underwriters may reasonably request, (ii) Jordan B. Allen, Executive Vice
President, General Counsel and Secretary of the Company, in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters to the effect set forth
in Exhibit A-2 and to such further effect as counsel to the Underwriters may
reasonably request, (iii) Preston, Gates, Ellis & Rouvelas Meeds, counsel for
the Company, in form and substance satisfactory to counsel for the Underwriters,
together with signed or reproduced copies of such letter for each of the other
Underwriters to the effect set forth in Exhibit A-3 hereto and to such further
effect as counsel to the Underwriters may reasonably request, (iv) Richards,
Layton & Finger, P.A., counsel for the Company and the Trust, in form and
substance satisfactory to counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters to the
effect set forth in Exhibit A-4 hereto and to such further effect as counsel to
the Underwriters may reasonably request and (v) Emmet, Marvin and Martin, LLP,
counsel for the Indenture Trustee, the Property Trustee, the Delaware Trustee
and the Guarantee Trustee, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such Letter for each
of the other Underwriters to the effect set forth in Exhibit A-5 hereto and to
such further effect as counsel to the Underwriters may reasonably request. Such
counsel may state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of officers of
the Company and its subsidiaries and certificates of public officials.

         (c) On the Closing Date, the Underwriters shall have received the
favorable opinion, dated as of the Closing Date, of Sidley & Austin, counsel for
the Underwriters, together with signed or reproduced copies of such letter for
each of the other Underwriters to the effect set forth in Exhibit C. In giving
such opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal law of
the


                                      -19-

   20

United States and the General Corporation Law of the State of Delaware, upon the
opinions of counsel satisfactory to the Representatives. Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Company and
its subsidiaries and certificates of public officials.

         (d) On the Closing Date, the Underwriters shall have received a
certificate of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company, dated as of the Closing
Date, to the effect that (i) the representations and warranties in Section 6
hereof are true and correct with the same force and effect as though expressly
made on and as of the Closing Date, (ii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date, and (iii) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or to the Company's
knowledge are contemplated by the Commission.

         (e) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date hereof), (i) there
shall not have occurred any change or any development involving a prospective
change in the condition, financial or otherwise, or the earnings, business,
management or operations of the Company and its subsidiaries, taken as a whole,
(ii) there shall not have been any change or any development involving a
prospective change in the capital stock or in the long-term debt of the Company
or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 8(e)(i),
8(e)(ii) or 8(e)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Securities on the terms and in
the manner contemplated in the Prospectus.

         (f) At the time of the execution of this Agreement, the Underwriters
shall have received from KPMG LLP a letter dated such date, in form and
substance satisfactory to the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference into the
Registration Statement and the Prospectus .

         (g) On the Closing Date, the Underwriters shall have received from KPMG
LLP a letter, dated as of the Closing Date, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (f) of this
Section, except that (i) the specified date referred to therein shall be a date
not more than three business days prior to the Closing Date, (ii) such letter
shall state that KPMG LLP has conducted a SFAS No. 71 review of the Company's
unaudited condensed consolidated balance sheet as of December 31, 1999, the
unaudited condensed statements of operations for the three and 12 months ended
December 31, 1999 and the unaudited condensed consolidated statement of cash
flows for the 12 months ended December 31, 1999 and shall contain customary
"negative assurance" provisions as to such financial statements, and (iii) such
letter shall contain a customary "negative assurance" provision as to the period
from January 1, 2000 through a date not more than three business days prior to
the Closing Date.



                                      -20-

   21

         (h) On the Closing Date, the Securities and the shares of Common Stock
issuable upon conversion of the Securities shall have been approved for
inclusion in the Nasdaq National Market, subject only to official notice of
issuance.

         (i) The NASD has confirmed that it has not raised any objection with
respect to the fairness and reasonableness of the underwriting terms and
arrangements.

         (j) The Company shall have delivered to you the agreements specified in
Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.

         (k) The Underwriters shall have received a certificate of the
Administrative Trustees of the Trust to the effect that (i) the representations
and warranties of the Trust in Section 6 hereof are true and correct with the
same force and effect as though expressly made on and as of the Closing Date,
(ii) the Trust has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied on or prior to the Closing Date, and (iii)
no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted or are
pending or to the Trust's knowledge as contemplated by the Commission.

         (l) The Preferred Guarantee, the Declaration and the Indenture shall
have been executed and delivered, in each case in a form reasonably satisfactory
to counsel to the Underwriters.

         (m) In the event that the Underwriters exercise their option provided
in Section 2 hereof to purchase all or any portion of the Additional Securities,
the representations and warranties of the Company and the Trust contained herein
and the statements in any certificates furnished by the Company or any
subsidiary of the Company or the Trust hereunder shall be true and correct as of
each Option Closing Date, the condition set forth in Section 8(e) shall be
satisfied and, on the relevant Option Closing Date, the Underwriters shall have
received:

         (i)   A certificate, dated such Option Closing Date, of the President
         or a Vice President of the Company and of the chief financial or chief
         accounting officer of the Company confirming that the certificate
         delivered on the Closing Date pursuant to Section 8(d) hereof remains
         true and correct as of such Option Closing Date.

         (ii)  The favorable opinion of Seyfarth, Shaw, Fairweather & Geraldson,
         counsel for the Company, Jordan B. Allen, Executive Vice President,
         General Counsel and Secretary of the Company, Preston, Gates, Ellis &
         Rouvelas Meeds, counsel for the Company, Richards, Layton & Finger,
         P.A., counsel for the Company, and Emmet, Marvin & Martin, LLP, counsel
         for the Indenture Trustee, Property Trustee, Delaware Trustee and
         Guarantee Trustee, each in form and substance satisfactory to counsel
         for the Underwriters, dated such Option Closing Date, relating to the
         Additional Securities to be purchased on such Option Closing Date and
         otherwise to the same effect as the opinion required by Section 8(b)
         hereof.

         (iii) The favorable opinion of Sidley & Austin, counsel for the
         Underwriters, dated such Option Closing Date, relating to the
         Additional Securities to be purchased on such Option Closing Date and
         otherwise to the same effect as the opinion required by Section 8(c)
         hereof.


                                      -21

   22

         (iv)  A letter from KPMG LLP, in form and substance satisfactory to the
         Underwriters and dated such Option Closing Date, substantially in the
         same form and substance as the letter furnished to the Underwriters
         pursuant to Section 8(g) hereof, except that the "specified date" in
         the letter furnished pursuant to this paragraph shall be a date not
         more than three business days prior to such Option Closing Date.

         (v)   A certificate, dated such Option Closing Date, of the
         Administrative Trustees of the Trust confirming that the certificate
         delivered on the Closing Date pursuant to Section 8(k) hereof remains
         true and correct as of such Option Closing Date.

         (n) On the Closing Date and on each Option Closing Date, counsel for
the Underwriters shall have been furnished with such documents and opinions as
they may require for the purpose of enabling them to pass upon the issuance and
sale of the Securities as herein contemplated, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Underwriters and counsel for
the Underwriters.

         SECTION 9. Effectiveness of Agreement; Termination. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

         This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Company if any of the following has
occurred: (i) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Securities on the terms and in the manner contemplated in the Prospectus, (ii)
the suspension or material limitation of trading in securities or other
instruments on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Company on the Nasdaq National
Market, (iv) the enactment, publication, decree or other promulgation of any
federal or state statute, regulation, rule or order of any court or other
governmental authority which in your opinion materially and adversely affects,
or will materially and adversely affect, the business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole, (v) the declaration of a banking moratorium by either federal or New
York State authorities or (vi) the taking of any action by any federal, state or
local government or agency in respect of its monetary or fiscal affairs which in
your opinion has a material adverse effect on the financial markets in the
United States.

         If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Securities or Additional Securities, as the case may be, which it has or
they have agreed to purchase hereunder on such date and the aggregate number of
Firm Securities or Additional Securities, as the case may be, which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the total number of Firm Securities or Additional
Securities, as the case may be, to be purchased on such date by all
Underwriters, each non-defaulting Underwriter shall be


                                      -22-

   23

obligated severally, in the proportion which the number of Firm Securities set
forth opposite its name in Schedule I bears to the total number of Firm
Securities which all the non-defaulting Underwriters have agreed to purchase, or
in such other proportion as you may specify, to purchase the Firm Securities or
Additional Securities, as the case may be, which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
that in no event shall the number of Firm Securities or Additional Securities,
as the case may be, which any Underwriter has agreed to purchase pursuant to
Section 2 hereof be increased pursuant to this Section 9 by an amount in excess
of one-ninth of such number of Firm Securities or Additional Securities, as the
case may be, without the written consent of such Underwriter. If on the Closing
Date any Underwriter or Underwriters shall fail or refuse to purchase Firm
Securities and the aggregate number of Firm Securities with respect to which
such default occurs is more than one-tenth of the aggregate number of Firm
Securities to be purchased by all Underwriters and arrangements satisfactory to
you and the Company for purchase of such Firm Securities are not made within 48
hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting Underwriter and the Company. In any such case which
does not result in termination of this Agreement, either you or the Company
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected. If, on the Option Closing Date, any Underwriter or Underwriters shall
fail or refuse to purchase Additional Securities and the aggregate number of
Additional Securities with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Securities to be purchased on
such date, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase such Additional Securities or
(ii) purchase not less than the number of Additional Securities that such
non-defaulting Underwriters would have been obligated to purchase on such date
in the absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
any such Underwriter under this Agreement.

         SECTION 10. Miscellaneous. Notices given pursuant to any provision of
this Agreement shall be addressed as follows: (i) if to the Company or the
Trust, to American Classic Voyages Co., Two North Riverside Plaza, Suite 200,
Chicago, Illinois 60606, Attention: Jordan B. Allen and (ii) if to any
Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette Securities
Corporation, 277 Park Avenue, New York, New York 10172, Attention: Syndicate
Department, or in any case to such other address as the person to be notified
may have requested in writing.

         The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the Trust and the several
Underwriters set forth in or made pursuant to this Agreement shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Securities, regardless of (i) any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, the officers or
directors of any Underwriter, any person controlling any Underwriter, the
Company, the Trust, the officers or directors of the Company or Trustees of the
Trust or any person controlling the Company, (ii) acceptance of the Securities
and payment for them hereunder and (iii) termination of this Agreement.


                                      -23-

   24

         If for any reason the Securities are not delivered by or on behalf of
the Company as provided herein (other than as a result of any termination of
this Agreement pursuant to Section 9 or as a result of breach by the
Underwriters of their obligations to purchase the Securities hereunder), the
Company agrees to reimburse the several Underwriters for all out-of-pocket
expenses (including the fees and disbursements of counsel) incurred by them.
Notwithstanding any termination of this Agreement, the Company shall be liable
for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The
Company also agrees to reimburse the several Underwriters, their directors and
officers and any persons controlling any of the Underwriters for any and all
fees and expenses (including, without limitation, the reasonable fees and
disbursements of counsel) incurred by them in connection with enforcing their
rights hereunder (including, without limitation, pursuant to Section 7 hereof).

         Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the Trust, the
Underwriters, the Underwriters' directors and officers, any controlling persons
referred to herein, the Company's directors and the Company's officers who sign
the Registration Statement, the Administrative Trustees of the Trust and their
respective successors and assigns, all as and to the extent provided in this
Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Securities from any of the several Underwriters merely
because of such purchase.

         This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

         This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.




                                      -24-

   25
         Please confirm that the foregoing correctly sets forth the agreement
between the Company, the Trust and the several Underwriters.




                                              Very truly yours,

                                              AMERICAN CLASSIC VOYAGES CO.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              AMCV CAPITAL TRUST I

                                              By: AMERICAN CLASSIC VOYAGES
                                                  CO., as Sponsor


                                              By: ______________________________
                                                  Name:
                                                  Title:


DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH


By: DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION


By _____________________________________



                                      -25-

   26
                                   SCHEDULE A






                      Name of Underwriter                                      Number of Firm Securities
                      -------------------                                      -------------------------
                                                                            
Donaldson, Lufkin & Jenrette Securities Corporation..........................           1,300,000
Goldman, Sachs & Co. ........................................................             350,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated...........................             350,000

Total........................................................................           2,000,000
                                                                                        =========






                                      -A-

   27

                                   SCHEDULE B

Samuel Zell
Ann Lurie Revocable Trust
EGI Holdings, Inc.
EGIL Investments, Inc.
Samstock, L.L.C.
Anda Partnership
Philip C. Calian
Jordan B. Allen
Roderick K. McLeod
Randall L. Talcott
Todd D. Allen
Ronald W. Sieman
David Simmons
Townsend E. Carman
Heinz J. Niedermaier
Arthur A. Greenberg
Jerry R. Jacob
Emanuel L. Rouvelas
Mark Slezak
Joseph P. Sullivan
Jeffrey N. Watanabe
John R. Berry
Bradbury Dyer, III
Laurence S. Geller


                                      -B-

   28

                                   SCHEDULE C


AMCV Cruise Operations, Inc.
AMCV Holdings, Inc.
The Delta Queen Steamboat Co.
Cruise America Travel, Incorporated
Great River Cruise Line, L.L.C.
Great Ocean Cruise Line, L.L.C.
Great AQ Steamboat, L.L.C.
Great Hawaiian Cruise Line, Inc.
Great Independence Ship Co.
Great Hawaiian Properties Corporation
American Hawaii Properties Corporation
Project America, Inc.
Project America Ship I, Inc.
Great Pacific NW Cruise Line, L.L.C.





                                      -C-

   29
                                                                     Exhibit A-1

         FORM OF OPINION OF SEYFARTH, SHAW FAIRWEATHER & GERALDSON

         (i)      The Company has been incorporated and is validly existing as a
         corporation in good standing under the laws of the State of Delaware.

         (ii)     The Company has corporate power and authority to own, lease
         and operate its properties and to conduct its business as described in
         the Prospectus and to enter into and perform its obligations under the
         Underwriting Agreement.

         (iii)    The shares of issued and outstanding capital stock of the
         Company have been duly authorized and validly issued and are fully paid
         and non-assessable; and to the best of our knowledge, after reasonable
         inquiry, none of the outstanding shares of capital stock of the Company
         was issued in violation of the preemptive or other similar rights of
         any securityholder of the Company under the Certificate of
         Incorporation or By-laws of the Company, the General Corporation Law of
         the State of Delaware, or based solely upon a certificate of an officer
         of the Company, any agreement to which the Company is a party.

         (iv)     The Securities have been duly authorized for issuance and sale
         to the Underwriters pursuant to the Underwriting Agreement and, when
         issued and delivered by the Trust pursuant to the Underwriting
         Agreement against payment of the consideration set forth in the
         Underwriting Agreement, will be validly issued and fully paid and
         non-assessable.

         (v)      The issuance of the Securities is not subject to the
         preemptive or other similar rights of any securityholder of the Company
         under the Certificate of Incorporation or By-laws of the Company, the
         General Corporation Law of the State of Delaware, or based solely upon
         a certificate of an officer of the Company, any agreement to which the
         Company is a party.

         (vi)     Each Subsidiary has been incorporated and is validly existing
         as a corporation in good standing under the laws of the jurisdiction of
         its incorporation, has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus; except as otherwise disclosed in the Registration
         Statement, all of the issued and outstanding capital stock of each
         Subsidiary has been duly authorized and validly issued, is fully paid
         and non-assessable and, to the best of our knowledge, is owned by the
         Company, directly or through subsidiaries, and based solely upon a
         certificate of an officer of the Company is free and clear of any
         material security interest, mortgage, pledge, lien, encumbrance, except
         that such capital stock may be pledged or otherwise encumbered in
         connection with that certain Credit Agreement dated as of February 25,
         1999 with a group of lenders, with the Chase Manhattan Bank, as agent,
         and any related agreements and instruments ("CHASE CREDIT AGREEMENT");
         and to the best of our knowledge, none of the outstanding shares of
         capital stock of any Subsidiary was issued in violation of the
         preemptive or similar rights of any


                                     A-1-1

   30


         securityholder of such Subsidiary under the Certificate or Articles of
         Incorporation or By-laws of such Subsidiary, the corporation statute of
         the jurisdiction of incorporation of such Subsidiary, or, based solely
         upon a certificate of an officer of the Company, any agreement to which
         such Subsidiary is a party.

         (vii)    Each of Underwriting Agreement, the Indenture and each of the
         Guarantees has been duly authorized, executed and delivered by the
         Company and the Trust, the Declaration has been duly authorized,
         executed and delivered by the Company and duly executed and delivered
         by the Administrative Trustees.

         (viii)   The Registration Statement has been declared effective under
         the Act; any required filing of the Prospectus pursuant to Rule 424(b)
         has been made in the manner and within the time period required by Rule
         424(b); and, to the best of our knowledge, no stop order suspending the
         effectiveness of the Registration Statement has been issued under the
         Act and no proceedings for that purpose have been instituted or are
         pending or threatened by the Commission.

         (ix)     The Registration Statement, the Prospectus, excluding the
         documents incorporated by reference therein, and each amendment or
         supplement to the Registration Statement and Prospectus, excluding the
         documents incorporated by reference therein, as of their respective
         effective or issue dates (other than the financial statements and
         schedules and other financial information included therein or omitted
         therefrom, as to which we need express no opinion) complied as to form
         in all material respects with the requirements of the Act.

         (x)      The documents incorporated by reference in the Prospectus
         (other than the financial statements and schedules and other financial
         information included therein or omitted therefrom, as to which we need
         express no opinion), when they became effective or were filed with the
         Commission, as the case may be, complied as to form in all material
         respects with the requirements of the Act or the Exchange Act, as
         applicable, and the rules and regulations of the Commission thereunder.

         (xi)     The form of certificate used to evidence the Securities
         complies in all material respects with all applicable statutory
         requirements, with any applicable requirements of the Declaration and
         the requirements of the Nasdaq National Market.

         (xii)    To the best of our knowledge, except as described in the
         Prospectus, there is not pending or threatened any action, suit,
         proceeding, inquiry or investigation, to which the Company or any
         Subsidiary is a party, or to which the property of the Company or any
         Subsidiary is subject, before or brought by any court or governmental
         agency or body, domestic or foreign, which could reasonably be expected
         to result in a Material Adverse Change, or which could reasonably be
         expected to materially and adversely affect the properties or assets
         thereof or the consummation of the transactions contemplated in the
         Underwriting Agreement or the performance by the Company of its
         obligations thereunder.


                                     A-1-2

   31

         (xiii)   The information in the Registration Statement under Item 15 of
         Part II, to the extent that it constitutes matters of law, summaries of
         legal matters, the Company's Certificate of Incorporation and Bylaws or
         legal proceedings, or legal conclusions, has been reviewed by us and
         fairly presents all material respects the information set forth
         therein.

         (xiv)    To the best of our knowledge, except for any statutes or
         regulations relating to maritime or transportation matters, as to which
         we express no opinion, there are no material statutes or regulations
         that are required to be described in the Prospectus that are not
         described or incorporated by reference therein.

         (xv)     All descriptions in the Registration Statement of contracts
         and other written agreements to which the Company or its Subsidiaries
         are a party fairly present, in all material respects, the material
         terms of such contracts and agreements; to the best of our knowledge,
         there are no material or other written agreements to which the Company
         or its Subsidiaries is a party required to be described or referred to
         in the Registration Statement or to be filed or incorporated by
         reference as exhibits thereto other than those described or referred to
         therein or filed or incorporated by reference as exhibits thereto;
         provided that we express no opinion with respect to any contract or
         other agreement relating to vessel construction or maritime matters,
         other than the agreement to acquire a vessel described on page S-41 of
         the Prospectus under the heading "American Classic Voyages-Expansion
         Plans-Delta Queen Expansion Plans-New Riverboat."

         (xvi)    To the best of our knowledge, neither the Company nor any
         Subsidiary is in violation of its Certificate or Articles of
         Incorporation or By-laws.

         (xvii)   To the best of our knowledge, after reasonable inquiry, no
         filing with, or authorization, approval, consent, license, order,
         registration, qualification or decree of, any court or governmental
         authority or agency, domestic or foreign (other than under the Act,
         which have been obtained, or as may be required under the securities or
         blue sky laws of the various states, as to which we need express no
         opinion) is necessary or required in connection with the due
         authorization, execution and delivery of the Underwriting Agreement,
         for the offering, issuance, sale or delivery of the Securities or for
         the issuance of the Guarantees or the Debentures.

        (xviii)   The execution, delivery and performance of the Underwriting
         Agreement and the consummation of the transactions contemplated in the
         Underwriting Agreement and in the Registration Statement (including the
         issuance and sale of the Securities and the use of the proceeds from
         the sale of the Securities as described in the Prospectus under the
         caption "Use Of Proceeds"), compliance by the Company and the Trust
         with their obligations under the Underwriting Agreement, the issuance
         and sale of the Securities and the Common Securities by the Trust, the
         sale of the Debentures by the Company to the Trust, the issuance by the
         Company of the Guarantees, the execution, deliver and performance by
         the Company of the Guarantees, the issuance by the Company of the
         Common Stock upon the conversion of the Securities or the Debentures,
         or the distribution of the Debentures by the Trust in the circumstances
         contemplated by the


                                      A-1-3

   32

         Declaration, do not and will not, whether with or without the giving of
         notice or lapse of time or both, to the best of our knowledge, conflict
         with or constitute a breach of, or default under or result in the
         creation or imposition of any Lien upon any property or assets of the
         Company or any subsidiary pursuant to any contract, indenture,
         mortgage, deed of trust, loan or credit agreement, note, lease or any
         other agreement or instrument to which the Company or any Subsidiary is
         a party or by which it or any of them may be bound, or to which any of
         the property or assets of the Company or any Subsidiary is subject
         (except for such conflicts, breaches or defaults or Liens that would
         not result in a Material Adverse Change and except that we express no
         opinion with respect to the Chase Credit Agreement or any contract,
         mortgage, note, other agreement or instrument with the Maritime
         Administration of the United States Department of Transportation)), nor
         will such action result in any violation of the provisions of the
         Certificate or Articles of Incorporation or By-laws of the Company or
         any Subsidiary, or, to the best of our knowledge, any applicable law,
         statute, rule, regulation, judgment, order, writ or decree of any
         government, government instrumentality or court, domestic or foreign,
         having jurisdiction over the Company or any subsidiary or any of their
         respective properties, assets or operations.

         (xix)    The Common Stock issuable upon the conversion of the
         Securities and/or the Debentures has been duly authorized by the
         Company and reserved for issuance upon conversion and, if and when
         issued in accordance with the Declaration and the Indenture, will be
         validly issued and fully paid and nonassessable and will conform to the
         description of the Common Stock contained in the Prospectus; and the
         issuance of such Common Stock is not subject to any preemptive right or
         any other similar rights of securityholders of the Company under the
         Certificate of Incorporation or By-laws of the Company, under the
         General Corporation Law of the State of Delaware or, based solely upon
         a certificate of an officer of the Company, any agreement to which the
         Company is a party.

         (xx)     To the best of our knowledge, the Trust is not a party to or
         bound by any agreement or instrument other than the Underwriting
         Agreement, the Declaration and the agreements and instruments
         contemplated by the Declaration and described in the Prospectus; and to
         the best of our knowledge, there are no legal or governmental
         proceedings pending to which the Trust is a party or of which any
         property of the Trust is the subject and no such proceedings are
         threatened or contemplated by governmental authorities or threatened by
         others.

         (xxi)    Upon due execution, authentication and delivery of the
         Securities and upon payment therefor, each of the Guarantees, the
         Debentures and the Indenture will be a legally valid and binding
         obligation of the Company enforceable against the Company in accordance
         with its terms, subject, as to enforcement, to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting creditors' rights and to general principles of equity and,
         with respect to indemnification provisions, applicable limitations of
         public policy; the Debentures are entitled to the benefits provided by
         the Indenture.



                                     A-1-4

   33

         (xxii)   The Securities, the Debentures, the Guarantees, the Trust
         Agreement, the Indenture and the Common Securities conform in all
         material respects to the descriptions thereof contained in the
         Prospectus.

         (xxiii)  The Trust will be classified as a grantor trust for United
         States Federal income tax purposes and not as an association subject to
         tax as a corporation.

         (xxiv)   Neither the Company nor any of its subsidiaries is, and after
         giving effect to the offering and sale of the Securities, the
         Debentures, the Guarantee and the Common Stock issuable upon the
         conversion of the Securities and/or Debentures will be, an "investment
         company" or an entity "controlled" by an "investment company," as such
         terms are defined in the Investment Company Act. The Trust is not
         required to be registered under the Investment Company Act.

         (xxv)    To the best of our knowledge, all of the issued and
         outstanding Common Securities are directly owned by the Company free
         and clear of any lien, encumbrance or claim.

         (xxvi)   The statements set forth in the Prospectus under the captions
         "The AMCV Trust," "Description of Capital Stock," "Description of
         Subordinated Debt Securities," "Description of Preferred Securities of
         the AMCV Trust," "Description of Guarantees," "Description of the
         Debentures," "Description of Preferred Securities," "Description of the
         Preferred Securities Guarantee," and "Effect of Obligations Under the
         Debentures and the Preferred Securities Guarantees-Additional Covenants
         of American Classic Voyages" insofar as they purport to constitute a
         summary of the terms of the Securities, the Debentures, the Guarantee,
         the Common Stock and the documents referred to therein, insofar as they
         purport to describe the provisions of the law and the documents
         described therein, fairly summarize or describe such terms, documents
         and laws in all material respects.

         (xxvii)  The discussions set forth in the Prospectus under the captions
         "Federal Income Tax Consequences," "Risk Factors--Ability to defer
         distributions has tax consequences for you and may affect the trading
         price of the preferred Securities" and "Risk Factors--Proposed tax
         legislation could result in a Trust Tax Event" to the extent such
         information constitutes matters of law, summaries of legal matters, or
         legal conclusions, has been reviewed by such counsel, and fairly
         presents in all material respects the provisions of law and documents
         referred to therein.

         (xxviii) Each of the Preferred Guarantee, the Declaration and the
         Indenture has been duly qualified under the Trust Indenture Act of
         1939, as amended.

         We have participated in discussions with officers and representatives
         of the Company during the course of the preparation of the Registration
         Statement. Although we have not independently checked or verified the
         information contained in the Registration Statement or Prospectus, on
         the basis of the aforementioned discussions, nothing has come to our
         attention that would lead us to believe that the Registration Statement
         or any


                                     A-1-5

   34

         amendment thereto (except for financial statements and schedules and
         other financial information included or incorporated by reference
         therein or omitted therefrom as to which we need make no statement), at
         the time such Registration Statement or any such amendment became
         effective, contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading or that the Prospectus or
         any amendment or supplement thereto (except for financial statements
         and schedules and other financial information included or incorporated
         by reference therein or omitted therefrom, as to which we need make no
         statement), on the date of the Prospectus or on the date of any such
         amended or supplemented prospectus, or on the Closing Date, included or
         includes an untrue statement of a material fact or omitted or omits to
         state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

         In rendering such opinion, such counsel may, as to matters of fact (but
         not as to legal conclusions), to the extent they deem proper, on
         certificates of responsible officers of the Company and public
         officials. Such opinion shall not state that it is to be governed or
         qualified by, or that it is otherwise subject to, any treatise, written
         policy or other document relating to legal opinions, including, without
         limitation, the Legal Opinion Accord of the ABA Section of Business Law
         (1991). In such opinion, counsel may indicate that they are not
         expressing any opinion concerning any law other than the laws of the
         State of Illinois and the State of New York (but not including any
         statutes, ordinances, administrative decisions, rules or regulations of
         counties, towns, municipalities and special political subdivisions, or
         any judicial decisions to the extent that they deal with any of the
         foregoing), the General Corporation Law of the State of Delaware and
         applicable federal law of the United States.





                                     A-1-6

   35

                                                                     Exhibit A-2

                               FORM OF OPINION OF

                                 JORDAN B. ALLEN

                  (i) The Company is qualified as a foreign corporation to
         transact business and is in good standing in each jurisdiction in which
         such qualification is required, except where the failure so to qualify
         or to be in good standing would not result in a Material Adverse
         Change.

                  (ii) Each Subsidiary is qualified as a foreign corporation to
         transact business and is in good standing in each jurisdiction in which
         such qualification is required, except where the failure so to qualify
         or to be in good standing would not result in a Material Adverse
         Change.

                  (iii) To the best of my knowledge, no default by the Company
         or any Subsidiary exists in the due performance or observation of any
         material obligation, agreement, covenant or condition contained in any
         contract, indenture, mortgage, loan agreement, note, lease or other
         agreement or instrument that is described or reference to in the
         Registration Statement or the Prospectus or filed or incorporated by
         reference as an exhibit to the Registration Statement (except for such
         violations or defaults which could not reasonably be expected to result
         in a Material Adverse Change).

                  (iv) The execution, delivery and performance of the
         Underwriting Agreement and the consummation of the transactions
         contemplated in the Underwriting Agreement and in the Registration
         Statement (including the issuance and sale of the Securities and the
         use of the proceeds from the sale of the Securities as described in the
         Prospectus under the caption "Use Of Proceeds"), compliance by the
         Company and the Trust with their obligations under the Underwriting
         Agreement, the issuance and sale of the Securities and the Common
         Securities by the Trust, the sale of the Debentures by the Company to
         the Trust, the issuance by the Company of the Guarantees, the
         execution, delivery and performance by the Company of the Guarantees,
         the issuance by the Company of the Common Stock upon the conversion of
         the Securities or the Debentures, or the distribution of the Debentures
         by the Trust in the circumstances contemplated by the Declaration, do
         not and will not, whether with or without the giving of notice or lapse
         of time or both, to the best of my knowledge, conflict with or
         constitute a breach of, or default under or result in the creation or
         imposition of any Lien upon any property or assets of the Company or
         any subsidiary pursuant to the Chase Credit Agreement (except for such
         Liens that would not result in a Material Adverse Change).




   36
                                                                     Exhibit A-3




                               FORM OF OPINION OF

                             PRESTON, GATES, ELLIS &

                                 ROUVELAS MEEDS

                  (i) The information in the Prospectus under the headings
         "Prospectus Supplement Summary-American Classic Voyages-Investment
         Highlights -- Statutory Competitive Advantages," "Risk Factors-Risk
         Factors Relating to American Classic Voyages-If we cannot benefit from
         exclusive rights of the Pilot Project Statute, our revenue growth in
         Hawaii will be adversely affected," "Risk Factors-Risk Factors Relating
         to American Classic Voyages-Modification of the Passenger Vessel Act
         may adversely affect our business," "Risk Factors-Risk Factors Relating
         to American Classic Voyages-If we do not complete drydockings or wet
         dockings on schedule or within budget, our revenues may be adversely
         impacted," "American Classic Voyages-Statutory Competitive Advantages,"
         and "American Classic Voyages-Current Operations-Governmental
         Regulation" (together, the "REGULATORY PORTION") to the extent it
         constitutes matters of law, summaries of legal matters or legal
         conclusions has been reviewed by us and is correct in all material
         respects.

                  (ii) Nothing has come to our attention that would lead us to
         believe that the information contained in the Regulatory Portion of the
         Registration Statement or any amendment thereto, at the time such
         Registration Statement or any such amendment became effective or on the
         date of the Underwriting Agreement, contained an untrue statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading or
         that the information contained in the Regulatory Portion of the
         Prospectus or any amendment or supplement thereto, on the date of the
         Prospectus, as amended or supplemented, or on the Closing Date,
         included or includes an untrue statement of a material fact or omitted
         or omits to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  (iii) To the best of our knowledge there are no statutes or
         regulations that are required to be described in the Regulatory Portion
         of the Prospectus that are not described as required.

                  (iv) All descriptions in the Registration Statement and the
         Prospectus of the construction contract between Project America, Inc.,
         an indirect subsidiary of the Company, and Ingalls Shipbuilding, Inc.,
         the construction contract between Coastal Queen Holdings, L.L.C. and
         Atlantic Marine, Inc. and the construction contract between The Delta
         Queen Steamboat Co. and Cascade General, Inc. and the description of
         the vessel acquisition contract described under "American Classic
         Voyages--Hawaii Expansion Plans--Acquisition and Introduction of ms
         Patriot" fairly present in all material respects, the material terms of
         such contract, and, to the best of our knowledge,


                                     A-3-1

   37

         there are no material contracts or other written agreements for the
         construction of vessels to which the Company or is Subsidiaries are a
         party required to be described or referred to in the Registration
         Statement or filed as exhibits thereto, other than those described or
         referred to therein or filed or incorporated by reference as exhibits.

                  (v) The execution, delivery and performance of the
         Underwriting Agreement and the consummation of the transactions
         contemplated in the Underwriting Agreement and in the Registration
         Statement (including the issuance and sale of the Securities and the
         use of the proceeds from the sale of the Securities as described in the
         Prospectus under the caption "Use of Proceeds") and compliance by the
         Company with its obligations under the Underwriting Agreement do not
         and will not, whether with or without the giving of notice or lapse of
         time or both, to the best of our knowledge, conflict with or constitute
         a breach of, or default under or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Company or any subsidiary pursuant to any contract, mortgage, note,
         other agreement or instrument with the Maritime Administration of the
         United States Department of Transportation to which the Company or any
         Subsidiary is a party or by which it or any of them may be bound, or to
         which any of the property or assets of the Company or any Subsidiary is
         subject (except for such conflicts, breaches or defaults or liens,
         charges or encumbrances that would not result in a Material Adverse
         Change).

         In rendering such opinion, such counsel may rely, as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).



                                     A-3-2

   38
                                                                    Exhibit A-4


                               FORM OF OPINION OF

                            RICHARDS, LAYTON & FINGER

                  (i) The Trust has been duly created and is validly existing in
         good standing as a business trust under the Delaware Business Trust
         Act;

                  (ii) Under the Delaware Business Trust Act and the Trust
         Agreement, the Trust has the trust power and authority (a) to own its
         properties and conduct its business, (b) to execute and deliver the
         agreements (as defined in such opinion) to which it is a party, and (c)
         to issue and perform its obligations under the Securities and Common
         Securities, all as described in the Declaration;

                  (iii) The Declaration constitutes a valid and binding
         obligation of the Company and the Trustees and is enforceable against
         the Company and the Trustees in accordance with its terms;

                  (iv) Under the Delaware Business Trust Act and the
         Declaration, the execution and delivery by the Trust of the agreements
         to which it is a party, and the performance by the Trust of its
         obligations thereunder, have been duly authorized by all necessary
         Trust action on the part of the Trust;

                  (v) The Securities will represent valid and, subject to the
         qualifications set forth in clause (vi) below, fully paid and
         nonassessable undivided beneficial interests in the assets of the
         Trust;

                  (vi) Under the Delaware Business Trust Act, the certificate
         attached to the Declaration as Exhibit A-1 is an appropriate form of
         certificate to evidence ownership of the Securities. The Securities
         have been duly authorized by the Declaration. The holders of the
         Securities will be entitled to the same limitation of personal
         liability extended to stockholders of private corporations for profit
         organized under the General Corporation Law of the State of Delaware.
         Such counsel may note that the Securities holders may be obligated,
         pursuant to the Declaration, to (a) provide indemnity and/or security
         in connection with and pay taxes or governmental charges arising from
         transfers of Securities and the issuance of replacement Securities, and
         (b) provide security and indemnity in connection with requests of or
         directions to the Property Trustee to exercise its rights and powers
         under the Declaration;

                  (vii) Under the Delaware Business Trust Act and the
         Declaration, the issuance of the Securities is not subject to
         preemptive rights;

                  (viii) No authorization, approval or consent, registration or
         qualification or other action by or with any court or governmental
         authority or regulatory body of the State of



                                     A-4-1

   39

         Delaware is required solely for the issuance and sale of the Securities
         or the consummation of the transactions contemplated by the Agreements;

                  (xix) Assuming that the Trust is treated as a grantor trust or
         partnership for federal income tax purposes, the holders of the
         Securities (other than those holders of Securities who reside or are
         domiciled in the State of Delaware) will have no liability for income
         taxes imposed by the State of Delaware solely as a result of their
         participation in the Trust, and the Trust will not be liable for any
         income tax imposed by the State of Delaware;

                  (x) The purchase of the Debentures by the Trust does not, and
         the distribution of the Debentures by the Trust will not, in each case
         in the circumstances contemplated by the Trust Agreement, conflict with
         or result in a breach or violation of any of the terms or provisions of
         the Certificate of Trust of the Trust dated as of January 12, 2000 or
         the Declaration or any Delaware statute or any order, rule or
         regulation of any Delaware governmental agency or body having
         jurisdiction over the Trust or any of its properties; and

                  (xi) The Common Securities have been duly authorized by the
         Declaration and are duly and validly issued undivided beneficial
         interests in the assets of the Trust and, under the Delaware Business
         Trust Act and the Declaration, the issuance of the Common Securities is
         not subject to preemptive or other similar rights.




                                     A-4-2

   40
                                                                     Exhibit A-5


                               FORM OF OPINION OF

                          EMMET, MARVIN AND MARTIN LLP

                  (i) The Trustee is a banking corporation duly incorporated and
         validly existing under the laws of the State of New York.

                  (ii) The execution, delivery and performance by the Property
         Trustee of the Declaration, the execution, delivery and performance by
         the Guarantee Trustee of the Guarantee Agreement and the execution,
         delivery and performance by the Indenture Trustee of the Indenture have
         been duly authorized by all necessary corporate action on the part of
         the Property Trustee, the Guarantee Trustee and the Indenture Trustee,
         respectively. The Declaration, the Guarantee Agreement and the
         Indenture have been duly executed and delivered by the Property
         Trustee, the Guarantee Trustee and the Indenture Trustee, respectively,
         and constitute the legal, valid and binding obligations of the Property
         Trustee, the Guarantee Trustee and the Indenture Trustee, respectively,
         enforceable against the Property Trustee, the Guarantee Trustee and the
         Indenture Trustee, respectively, in accordance with their terms, except
         as enforcement thereof may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws relating to the
         enforcement of creditors' rights generally, and by general principles
         of equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

                  (iii) The execution, delivery and performance of the
         Declaration, the Guarantee Agreement and the Indenture by the Property
         Trustee, the Guarantee Trustee and the Indenture Trustee, respectively,
         do not conflict with or constitute a breach of the Organization
         Certificate or By-laws of the Property Trustee, the Guarantee Trustee
         and the Indenture Trustee, respectively, or the terms of any indenture
         or other agreement or instrument known to us and to which the Property
         Trustee, the Guarantee Trustee or the Indenture Trustee, respectively,
         is a party or is bound or any judgment, order or decree known to us to
         be applicable to the Property Trustee, the Guarantee Trustee or the
         Indenture Trustee, respectively, of any court, regulatory body,
         administrative agency, governmental body or arbitrator having
         jurisdiction over the Property Trustee, the Guarantee Trustee or the
         Indenture Trustee, respectively.

                  (iv) No consent, approval or authorization of, or registration
         with or notice to any Federal or New York State banking authority is
         required for the execution, delivery or performance by the Property
         Trustee, the Guarantee Trustee or the Indenture Trustee of the
         Declaration, the Guarantee Agreement and the Indenture, respectively.



                                     A-5-1

   41
FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS
PURSUANT TO SECTION 2

                                                                       Exhibit B
                                February 15, 2000

Donaldson, Lufkin & Jenrette
  Securities Corporation
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated,
c/o Donaldson, Lufkin & Jenrette
  Securities Corporation
277 Park Avenue
New York, New York 10172


         Re:      Proposed Public Offering by American Classic Voyages Co.
                  --------------------------------------------------------

Dear Sirs:

         The undersigned understands that Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner &
Smith (the "UNDERWRITERS"), propose to enter into an Underwriting Agreement with
American Classic Voyages Co. (the "COMPANY") and AMCV Capital Trust I (the
"TRUST"), providing for the public offering (the "PUBLIC OFFERING") of trust
preferred securities of the Trust.

         To induce the Underwriters to participate in the Public Offering and to
continue their efforts in connection with the Public Offering, the undersigned,
during the period commencing on the date hereof and ending 90 days after the
date of the final prospectus relating to the Public Offering:





   42

         (i) agrees not to (x) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock, par value $.01 per share
(the "COMMON STOCK") of the Company or any securities convertible into or
exercisable or exchangeable for Common Stock (including, without limitation,
shares of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock which may be deemed to be beneficially owned by
the undersigned in accordance with the rules and regulations of the Securities
and Exchange Commission) or (y) enter into any swap or other arrangement that
transfers all or a portion of the economic consequences associated with the
ownership of any Common Stock (regardless of whether any of the transactions
described in clause (x) or (y) is to be settled by the delivery of Common Stock,
or such other securities, in cash or otherwise), without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation;

         (ii) agrees not to make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation;
and

         (iii) authorizes the Company to cause the transfer agent to decline to
transfer and/or to note stop transfer restrictions on the transfer books and
records of the Company with respect to any shares of Common Stock and any
securities convertible into or exercisable or exchangeable for Common Stock for
which the undersigned is the record holder and, in the case of any such shares
or securities for which the undersigned is the beneficial but not the record
holder, agrees to cause the record holder to cause the transfer agent to decline
to transfer and/or to note stop transfer restrictions on such books and records
with respect to such shares or securities.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.



                                              Very truly yours,



                                              Signature: ______________________

                                              Print Name: _____________________


                                      B-1

   43
                                                                      Exhibit C


                               FORM OF OPINION OF
                                 SIDLEY & AUSTIN



         (i) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

         (ii) The statements under the captions "The AMCV Trust," "Description
of Capital Stock," "Description of Subordinated Debt Securities," "Description
of Preferred Securities of the AMCV Trust," "Description of Guarantees,"
"Description of the Debentures," "Description of Preferred Securities,"
"Description of the Preferred Securities Guarantee," "Effect of Obligations
Under the Debentures and the Preferred Securities Guarantees," and
"Underwriting," insofar as such statements constitute summaries of the legal
matters and documents referred to therein, fairly summarize the legal matters
and documents referred to therein in all material respects.

         (iii) Each of the Indenture, the Declaration and the Guarantee has been
duly authorized, executed and delivered by the Company. The Debentures are in
the form established pursuant to the Indenture and have been duly authorized,
executed and delivered by the Company.

         (iv) Assuming the due authorization, execution and delivery by the
Indenture Trustee of the Indenture and the due authentication of the Debentures
by the Indenture Trustee in accordance with the provisions of the Indenture, the
Debentures, upon delivery of the Debentures to the Trust against payment
therefor, will constitute valid and binding obligations of the Company
enforceable in accordance with their terms, subject to the qualification that
the enforceability thereof may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and by general equity principles.

         (v) Each of the Registration Statement and the Prospectus, as of its
respective effective or issue date (other than the financial statements,
financial data and supporting schedules included therein or omitted therefrom
and the Statement of Eligibility on Form T-1 of each of the Indenture Trustee,
the Delaware Trustee and the Guarantee Trustee (the "Forms T-1"), as to which we
express no opinion), complied as to form in all material respects with the
requirements of the 1933 Act.

         (vi) Assuming the due authorization, execution and delivery by the
Indenture Trustee and the Guarantee Trustee, as applicable, each of the
Indenture and the Guarantee is a valid and binding agreement of the Company
enforceable in accordance with its terms, subject to the qualification that the
enforceability thereof may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium and other laws relating to or affecting



   44

creditors' rights generally and by general equity principles.

         (vii) The shares of Common Stock initially issuable upon conversion of
the Securities and the Debentures have been duly authorized by the Company and
reserved for issuance upon such conversion and, if and when issued in accordance
with the Declaration and the Indenture, upon conversion of the Securities and
the Debentures, will be validly issued, fully paid and non-assessable.

         (viii) Each of the Preferred Guarantee, the Declaration and the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended.

         (ix) Nothing has come to our attention which causes us to believe that
the Registration Statement (other than the financial statements, financial data
and supporting schedules included therein and the Forms T-1, as to which we
express no belief), at the time it became effective, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Prospectus (other than the financial statements, financial data and
supporting schedules included therein and the Forms T-1, as to which we express
no belief), as of its date or at the date hereof, included or includes any
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

EX-1.2

   1

                                                                    EXHIBIT 1.2

                         FORM OF UNDERWRITING AGREEMENT

                                2,000,000 Shares

                          AMERICAN CLASSIC VOYAGES CO.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                               February 15, 2000
Donaldson, Lufkin & Jenrette
   Securities Corporation
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated
Craig-Hallum Capital Group, Inc.
As Representatives of the several
Underwriters named in Schedule A hereto
c/o Donaldson, Lufkin & Jenrette
   Securities Corporation
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

         American Classic Voyages Co., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the several underwriters named in Schedule I
hereto (the "UNDERWRITERS") 2,000,000 shares of its common stock, par value $.01
per share (the "FIRM SECURITIES"). The Company also proposes to issue and sell
to the several Underwriters not more than an additional 300,000 shares of its
common stock, par value $.01 per share (the "ADDITIONAL SECURITIES"), if
requested by the Underwriters as provided in Section 2 hereof. The Firm
Securities and the Additional Securities are hereinafter referred to
collectively as the "SECURITIES". The shares of common stock of the Company to
be outstanding after giving effect to the sales contemplated hereby are
hereinafter referred to as the "COMMON STOCK".

         SECTION 1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 (No. 333-94771) covering the
registration under the Securities Act of 1933, as amended and the rules and
regulations of the Commission thereunder (the "ACT"), up to $250,000,000 of (i)
Common Stock, (ii) Preferred Stock of the Company, (iii) subordinated debt
securities of the Company, (iv) preferred securities of the Trust, and (v)
guarantees and back-up undertakings of the Company in connection with the
preferred securities of the Trust, of which the Securities are a part. Such
registration statement, as amended, has been declared effective by the
Commission. Such registration statement, as amended through the date of this
Agreement, including all documents incorporated or deemed to be incorporated
therein by reference, as from time to time amended or supplemented pursuant to
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission thereunder (collectively, the


   2


"EXCHANGE ACT"), or otherwise, are herein collectively referred to as the
"REGISTRATION STATEMENT". The prospectus in the form first used to confirm sales
of Securities (including the information contained in any prospectus supplement
relating to the Securities and any documents or information incorporated or
deemed to be incorporated by reference into such prospectus) are hereinafter
collectively referred to as the "PROSPECTUS". All references in this Agreement
to financial statements and schedules and other information which is
"contained," "included," "described" or "stated" in the Registration Statement
or the Prospectus (and all references of like import) shall be deemed to mean
and include all such financial statements and schedules and other information
which is or is deemed to be incorporated by reference in the Registration
Statement or the Prospectus, as the case may be. The terms "supplement,"
"supplemented," "amendment," "amend" and "amended" as used in this Agreement
with respect to the Registration Statement or the Prospectus shall include all
documents filed by the Trust or the Company with the Commission pursuant to the
Exchange Act that are incorporated or deemed to be incorporated therein by
reference.

         Concurrently with the offering of the Securities, the Company is
offering 2,000,000 trust preferred securities (excluding 300,000 preferred
securities available to cover over-allotments) of AMCV Capital Trust I pursuant
to a separate underwriting agreement. This offering and the offering of trust
preferred securities are not dependent on each other.

         SECTION 2.  Agreements to Sell and Purchase and Lock-Up Agreements.

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at a price per Security
of $23.57 (the "PURCHASE PRICE"), the number of Firm Securities set forth
opposite the name of such Underwriter in Schedule A hereto.

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Securities and the Underwriters shall have the right to
purchase, severally and not jointly, up to 300,000 Additional Securities from
the Company at the Purchase Price. Additional Securities may be purchased solely
for the purpose of covering over-allotments made in connection with the offering
of the Firm Securities. The Underwriters may exercise their right to purchase
Additional Securities in whole or in part from time to time by giving written
notice thereof to the Company within 30 days after the date of this Agreement.
You shall give any such notice on behalf of the Underwriters and such notice
shall specify the aggregate number of Additional Securities to be purchased
pursuant to such exercise and the date for payment and delivery thereof, which
date shall be a business day (i) no earlier than two business days after such
notice has been given (and, in any event, no earlier than the Closing Date (as
hereinafter defined)) and (ii) no later than ten business days after such notice
has been given. If any Additional Securities are to be purchased, each
Underwriter, severally and not jointly, agrees to purchase from the Company the
number of Additional Securities (subject to such adjustments to eliminate
fractional shares as you may determine) which bears the same proportion to the
total number of Additional Securities to be purchased from the Company as the
number of Firm Securities set




                                      -2-
   3


forth opposite the name of such Underwriter in Schedule I bears to the total
number of Firm Securities.

         The Company hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Underwriters pursuant to this Agreement, for a
period of 90 days after the date of the Prospectus without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding
the foregoing, during such 90-day period (i) the Company may issue stock or
grant stock options pursuant to the Company's existing stock option and stock
award plans; and (ii) the Company may issue shares of Common Stock upon the
exercise of an option or warrant or the conversion of a security outstanding on
the date hereof. The Company also agrees not to file any registration statement
with respect to any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock for a period of 90 days after the
date of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. The Company shall, prior to or concurrently
with the execution of this Agreement, deliver an agreement executed by (i) each
of the directors and executive officers of the Company and (ii) each stockholder
listed on Schedule B hereto to the effect that such person will not, during the
period commencing on the date such person signs such agreement and ending 90
days after the date of the Prospectus, without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation, (A) engage in any of the
transactions described in the first sentence of this paragraph or (B) make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock.

         SECTION 3. Terms of the Public Offering. The Company is advised by you
that the Underwriters propose (i) to make a public offering of their respective
portions of the Securities as soon after the execution and delivery of this
Agreement as in your judgment is advisable and (ii) initially to offer the
Securities upon the terms set forth in the Prospectus.

         SECTION 4. Delivery and Payment. The Securities shall be represented by
definitive certificates and shall be in such authorized denominations and
registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation
shall request no later than two business days prior to the Closing Date or the
applicable Option Closing Date (as defined below), as the case may be. The
Company shall deliver the Securities, with any transfer taxes thereon duly paid
by the Company, to Donaldson, Lufkin & Jenrette Securities Corporation through
the facilities of the Depository Trust Company ("DTC") for the respective
accounts of the several Underwriters, against payment to the Company of the
Purchase Price therefor by wire transfer of Federal or other funds immediately
available in New York City. The certificates representing the Securities shall
be made available for inspection not later than 9:30 A.M., New York City time,
on the business day prior to the Closing Date or the applicable Option Closing
Date, as the case may be,



                                      -3-
   4


at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The
time and date of delivery and payment for the Firm Securities shall be 9:00
A.M., New York City time, on February 22, 2000 or such other time on the same or
such other date as Donaldson, Lufkin & Jenrette Securities Corporation and the
Company shall agree in writing. The time and date of delivery for the Firm
Securities are hereinafter referred to as the "CLOSING DATE". The time and date
of delivery and payment for any Additional Securities to be purchased by the
Underwriters shall be 9:00 A.M., New York City time, on the date specified in
the applicable exercise notice given by you pursuant to Section 2 or such other
time on the same or such other date as Donaldson, Lufkin & Jenrette Securities
Corporation and the Company shall agree in writing. The time and date of
delivery for any Additional Securities are hereinafter referred to as an "OPTION
CLOSING DATE".

         The documents to be delivered on the Closing Date or any Option Closing
Date on behalf of the parties hereto pursuant to Section 8 of this Agreement,
shall be delivered at the offices of Sidley & Austin, Bank One Plaza, 10 South
Dearborn Street, Chicago, Illinois 60603 (the "CLOSING LOCATION"), and the
Securities will be delivered at the Designated Office, all on the Closing Date
or such Option Closing Date, as the case may be.

         SECTION 5.  Agreements of the Company.  The Company agrees with you as
follows:

         (a) To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Securities for offering or sale in any jurisdiction, or
the initiation of any proceeding for such purposes, (iii) when any amendment to
the Registration Statement becomes effective, (iv) of the happening of any event
during the period referred to in Section 5(d) below which makes any statement of
a material fact made in the Registration Statement or the Prospectus untrue or
which requires any additions to or changes in the Registration Statement or the
Prospectus in order to make the statements therein not misleading. If at any
time the Commission shall issue any stop order suspending the effectiveness of
the Registration Statement, the Company will use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time.

         (b) To furnish to you five signed copies of the Registration Statement
as first filed with the Commission and of each amendment to it, including all
exhibits, and to furnish to you and each Underwriter designated by you such
number of conformed copies of the Registration Statement as so filed and of each
amendment to it, without exhibits but including documents incorporated therein
by reference, as you may reasonably request.

         (c) To prepare the Prospectus, the form and substance of which shall be
satisfactory to you, and to file the Prospectus in such form with the Commission
within the applicable period specified in Rule 424(b) under the Act; during the
period specified in Section 5(d) below, not to file any further amendment to the
Registration Statement and not to make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to which you
shall reasonably object after being so advised; and, during such period, to
prepare and file


                                      -4-
   5


with the Commission, promptly upon your reasonable request, any amendment to the
Registration Statement or amendment or supplement to the Prospectus which may be
necessary or advisable in connection with the distribution of the Securities by
you, and to use its best efforts to cause any such amendment to the Registration
Statement to become promptly effective.

         (d) Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus
and any documents incorporated therein by reference) as such Underwriter or
dealer may reasonably request.

         (e) If during the period specified in Section 5(d), any event shall
occur or condition shall exist as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the Prospectus so that
the statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

         (f) Prior to any public offering of the Securities, to cooperate with
you and counsel for the Underwriters in connection with the registration or
qualification of the Securities for offer and sale by the several Underwriters
and by dealers under the state securities or Blue Sky laws of such jurisdictions
as you may request, to continue such registration or qualification in effect so
long as required for distribution of the Securities and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation, other
than a consent to service of process as to matters and transactions relating to
the Prospectus, the Registration Statement, any preliminary prospectus or the
offering or sale of the Securities, in any jurisdiction in which it is not now
so subject.

         (g) To mail and make generally available to its stockholders as soon as
practicable an earnings statement covering the twelve-month period ending March
31, 2001 that shall satisfy the provisions of Section 11(a) of the Act, and to
advise you in writing when such statement has been so made available.

         (h) During the period of three years after the date of this Agreement,
to furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities


                                      -5-
   6


exchange on which any class of securities of the Company is listed and such
other publicly available information concerning the Company and its subsidiaries
as you may reasonably request.

         (i) To use the net proceeds received by it from the sale of the
Securities in the manner specified in the Prospectus (including the prospectus
supplement relating to the Securities) under "Use of Proceeds".

         (j) To use reasonable best efforts to list for quotation, subject to
notice of issuance, the Securities on the Nasdaq National Market and to maintain
such listing on the Nasdaq National Market so long as the Securities are
outstanding.

         (k) To, during the period when the Prospectus is required to be
delivered under the Act or the Exchange Act, file all documents required to be
filed with the Commission pursuant to the Exchange Act within the time periods
required by the Exchange Act.

         (l) To use their best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Securities.

         (m) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, the Company agrees to pay or cause
to be paid all expenses incident to the performance of its obligations under
this Agreement, including: (i) the fees, disbursements and expenses of counsel
to the Company and the Company's accountants in connection with the registration
and delivery of the Securities under the Act and all other fees and expenses in
connection with the preparation, printing, filing and distribution of the
Registration Statement (including financial statements and exhibits), any
preliminary prospectus, the Prospectus and all amendments and supplements to any
of the foregoing, including the mailing and delivering of copies thereof to the
Underwriters and dealers in the quantities specified herein, (ii) all costs and
expenses related to the transfer and delivery of the Securities to the
Underwriters, including any transfer or other taxes payable thereon, (iii) all
costs of printing or producing this Agreement and any other agreements or
documents in connection with the offering, purchase, sale or delivery of the
Securities, excluding any internal sales memoranda or other documents prepared
by any of you, (iv) all expenses in connection with the registration or
qualification of the Securities for offer and sale under the securities or Blue
Sky laws of the several states and all costs of printing or producing any
Preliminary and Supplemental Blue Sky Memoranda in connection therewith
(including the filing fees and reasonable fees and disbursements of counsel for
the Underwriters in connection with such registration or qualification and
memoranda relating thereto (not in excess of $5,000)), (v) the filing fees and
reasonable disbursements of counsel for the Underwriters in connection with the
review and clearance of the offering of the Securities by the National
Association of Securities Dealers, Inc., (vi) all costs and expenses incident to
the listing of the Securities on the Nasdaq National Market, (vii) the cost of
printing certificates representing the Securities, (viii) the costs and charges
of any transfer agent, registrar and/or depositary (including DTC), and (ix) all
other costs


                                      -6-
   7


and expenses incident to the performance of the obligations of the Company
hereunder for which provision is not otherwise made in this Section.

         SECTION 6. Representations and Warranties of the Company and the Trust.

             The Company represents and warrants to each Underwriter that:

         (a) The Company meets the requirements for use of Form S-3 under the
Act. The Registration Statement has become effective under the Act and no stop
order suspending the effectiveness of the Registration Statement has been issued
under the Act and no proceedings for that purpose have been instituted or are
pending or, to the knowledge of the Company, are contemplated by the Commission,
and any request on the part of the Commission for additional information has
been complied with.

         At the respective times the Registration Statement became effective and
on the Closing Date (and, if any Additional Securities are purchased, on the
Option Closing Date), the Registration Statement, and any amendments and
supplements thereto complied and will comply in all material respects with the
requirements of the Act and did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Prospectus
complies and as amended or supplemented will comply in all material respects
with the Act. The Prospectus does not contain and, as amended or supplemented,
will not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Each preliminary
prospectus filed as part of the Registration Statement as originally filed or as
part of any amendment thereto, or filed pursuant to Rule 424 under the Act,
complied when so filed in all material respects with the Act and did not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under with they were made, not misleading. The representations
and warranties in this paragraph do not apply to statements or omissions in the
Registration Statement or Prospectus or any preliminary prospectus based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein.

         (b) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement and the Prospectus, when they became
effective or at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of the
Act, as applicable, and, when read together with the other information in the
Prospectus, at the time the Registration Statement became effective, at the time
the Prospectus was issued and on the Closing Date (and if any Additional
Securities are purchased, on the Option Closing Date), did not and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

         (c) KPMG LLP are independent public accountants with respect to the
Company and its subsidiaries as required by the Act.



                                      -7-
   8

         (d) The financial statements included in the Registration Statement and
the Prospectus (and any amendment or supplement thereto), together with the
related schedules and notes, present fairly in all material respects the
financial position of the Company and its consolidated subsidiaries at the dates
indicated and the results of operations, stockholders' equity and cash flows of
the Company and its consolidated subsidiaries for the periods specified; said
financial statements have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules, if any, included in the Registration
Statement present fairly in accordance with GAAP the information required to be
stated therein. The selected financial data and the summary financial
information included in the Prospectus present fairly the information shown
therein and have been compiled on a basis consistent with that of the financial
statements included in the Registration Statement. The other financial and
statistical information and data set forth or incorporated by reference in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto) are, in all material respects, accurately presented and prepared on a
basis consistent with the financial statements included in the Registration
Statement and the books and records of the Company.

         (e) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole (a "MATERIAL ADVERSE CHANGE"), (ii) there has not
been any material adverse change or any development involving a prospective
material adverse change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries has incurred any material liability or obligation, direct or
contingent.

         (f) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware and has
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, except where the
failure so to qualify or to be in good standing would not result in a Material
Adverse Change.

         (g) Each "significant subsidiary" of the Company (as such term is
defined in Rule 1-02 of Regulation S-X) (each a "SUBSIDIARY" and, collectively,
the "SUBSIDIARIES") has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, except
where the failure so to qualify or to be in good standing would not result in a
Material Adverse Change; except as otherwise disclosed in the Registration
Statement or the Prospectus, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully paid
and non-assessable and is



                                      -8-
   9


owned by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of
the outstanding shares of capital stock of any Subsidiary was issued in
violation of the preemptive or similar rights of any securityholder of such
Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed
on Schedule C hereto and (b) certain other subsidiaries which, considered in the
aggregate as a single Subsidiary, do not constitute a "significant subsidiary"
as defined in Rule 1-02 of Regulation S-X.

         (h) The shares of issued and outstanding capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable; none of the outstanding shares of capital stock of the Company
was issued in violation of the preemptive or other similar rights of any
securityholder of the Company.

         (i) This Agreement has been duly authorized, executed and delivered by
the Company.

         (j) All outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights. The capital stock of the Company,
including the Common Stock, conforms in all material respects to all statements
relating thereto contained in the Prospectus and such description conforms in
all material respects to the rights set forth in the instruments defining the
same.

         (k) No labor dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company, is imminent, and the
Company is not aware of any existing or imminent labor disturbance by the
employees of any of its or any subsidiary's principal suppliers, manufacturers,
customers or contractors, which, in either case, may reasonably be expected to
result in a Material Adverse Change.

         (l) There is no action, suit, proceeding, inquiry or investigation
before or brought by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened, against
or affecting the Company or any subsidiary, which is required to be disclosed in
the Registration Statement or the Prospectus (other than as disclosed therein),
or which might reasonably be expected to result in a Material Adverse Change, or
which might reasonably be expected to materially and adversely affect the
properties or assets of the Company and its subsidiaries, taken as a whole, or
the consummation of the transactions contemplated in this Agreement or the
performance by the Company of its obligations hereunder; the aggregate of all
pending legal or governmental proceedings to which the Company or any subsidiary
is a party or of which any of their respective property or assets is the subject
which are not described in the Registration Statement or the Prospectus,
including ordinary routine litigation incidental to the business, could not
reasonably be expected to result in a Material Adverse Change.

         (m) There are no contracts or documents which are required to be
described in the Registration Statement, the Prospectus or the documents
incorporated by reference therein or to be filed as exhibits thereto which have
not been so described and filed as required in all material respects.



                                      -9-
   10

         (n) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, adequate patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property
(collectively, "INTELLECTUAL PROPERTY") necessary to carry on the business now
operated by them, and neither the Company nor any of its subsidiaries has
received any written notice of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of any facts or
circumstances which would render any Intellectual Property invalid or inadequate
to protect the interest of the Company or any of its subsidiaries therein, and
which infringement or conflict (if the subject of any unfavorable decision,
ruling or finding) or invalidity or inadequacy, singly or in the aggregate,
would result in a Material Adverse Change.

         (o) No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency is necessary or required for the performance by the Company
of its obligations hereunder, in connection with the offering, issuance or sale
of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement, except (i) such as have been already obtained or as may be
required under the Act or state securities laws or (ii) where the failure to
make such filing, or obtain such authorization, approval, consent, license,
order, representation, qualification or decree would not, singly or in the
aggregate, result in a Material Adverse Change.

         (p) The Company and its subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (each, an "AUTHORIZATION") issued
by the appropriate federal, state, local or foreign regulatory agencies or
bodies necessary to conduct the business now operated by them; the Company and
its subsidiaries are in compliance with the terms and conditions of all such
Authorizations, except where the failure so to comply would not, singly or in
the aggregate, result in a Material Adverse Change; all of the Authorizations
are valid and in full force and effect, except where the invalidity of such
Authorizations or the failure of such Authorizations to be in full force and
effect would not result in a Material Adverse Change; and neither the Company
nor any of its subsidiaries has received any notice of proceedings relating to
the revocation or modification of any such Authorizations which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling or finding,
would result in a Material Adverse Change.

         (q) The Company and its subsidiaries have good and marketable title to
all real property owned by the Company and its subsidiaries and good title to
all other material properties owned by them, in each case, free and clear of all
mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind except such as (a) are described in the Prospectus or
(b) do not, singly or in the aggregate, materially and adversely affect the
value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company or any of its subsidiaries;
and all of the leases and subleases material to the business of the Company and
its subsidiaries, considered as one enterprise, and under which the Company or
any of its subsidiaries holds properties described in the Prospectus, are in
full force and effect, and neither the Company nor any subsidiary has received
any written notice of any material claim of any sort that has been asserted by
anyone adverse to the rights of the Company or any subsidiary under any of the
leases or subleases mentioned above, or adversely


                                      -10-
   11


affecting the rights of the Company or such subsidiary to the continued
possession of the leased or subleased premises under any such lease or sublease.

         (r) Except as described in the Registration Statement and except as
would not, singly or in the aggregate, result in a Material Adverse Change, to
the knowledge of the Company after due inquiry, (A) neither the Company nor any
of its subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law or
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum or petroleum products
(collectively, "HAZARDOUS MATERIALS") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials (collectively, "ENVIRONMENTAL LAWS"), (B) the Company and
its subsidiaries have all permits, authorizations and approvals required under
any applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or threatened administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries and (D) there
are no events or circumstances that might reasonably be expected to form the
basis of an order for clean-up or remediation, or an action, suit or proceeding
by any private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.

         (s) In connection with the operation by the Company or any of its
subsidiaries of United States flag vessels, the Company and such subsidiaries
are citizens of the United States within the meaning of Section 2 of the
Shipping Act, 1916, as amended.

         (t) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (iii) access to assets is permitted only in accordance
with management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

         (u) Neither the Company nor any of its subsidiaries is (i) in violation
of its respective charter, declaration of trust or by-laws or (ii) in default in
the performance of any obligation, agreement, covenant or condition contained in
any indenture, loan agreement, mortgage, lease or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or their respective property is bound except,
in the case of clause (ii), for such defaults which would not result in a
Material Adverse Change.



                                      -11-
   12


         (v) The execution, delivery and performance of this Agreement by the
Company and the compliance by the Company with all the provisions hereof and
thereof and the consummation of the transactions contemplated hereby and thereby
including the issuance and sale of the Securities by the Company will not (i)
require any consent, approval, authorization or other order of, or qualification
with, any court or governmental body or agency (except such as have been made or
received and except such as may be required under the securities or Blue Sky
laws of the various states), (ii) constitute a breach of any of the terms or
provisions of, or a default under, the charter or by-laws of the Company or any
of its subsidiaries or any indenture, loan agreement, mortgage, lease or other
agreement or instrument that is material to the Company and its subsidiaries,
taken as a whole, to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries or their respective property is
bound except for such breaches or defaults of such indentures, loan agreements,
mortgages, leases or other agreements which would not result in a Material
Adverse Change, (iii) violate any applicable law or any rule, regulation,
judgment, order or decree of any court or any governmental body or agency having
jurisdiction over the Company, any of its subsidiaries or their respective
property, (iv) result in the imposition or creation of (or the obligation to
create or impose) a Lien under any agreement or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound except as would not result in
a Material Adverse Change or (v) result in the suspension, termination or
revocation of any Authorization of the Company or any of its subsidiaries or any
other impairment of the rights of the holder of any such Authorization except as
would not result in a Material Adverse Change.

         (w) Neither the Company nor any of its subsidiaries is, and after
giving effect to the offering and sale of the Securities, and the application of
the proceeds thereof as described in the Prospectus, will not be, an "investment
company," or an entity "controlled" by an investment company, as such terms are
defined in the Investment Company Act of 1940, as amended (the "INVESTMENT
COMPANY ACT").

         (x) The Company has not taken and will not take, directly or
indirectly, any action designed to, or that might be reasonably expected to,
cause or result in stabilization or manipulation of the price of the Securities.

         (y) Each certificate signed by any officer of the Company or any of its
subsidiaries delivered to the Underwriters or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company, to the Underwriter
as to the matters covered thereby.

         SECTION 7.  Indemnification.

         (a) The Company agrees to indemnify and hold harmless each Underwriter,
its directors, its officers and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities
and judgments (including, without limitation, any legal or other expenses
reasonably incurred in connection with investigating or defending any matter,
including any action, that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto), the Prospectus (or any amendment or



                                      -12-
   13


supplement thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter or its market making or stabilization
activities furnished in writing to the Company by such Underwriter through you
expressly for use therein; provided, however, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter who failed to deliver a Prospectus, as then amended
or supplemented, (so long as the Prospectus and any amendments or supplements
thereto was provided by the Company to the several Underwriters in the requisite
quantity and on a timely basis to permit proper delivery on or prior to the
Closing Date) to the person asserting any losses, claims, damages, liabilities
or judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or preliminary prospectus
supplement, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such material misstatement or omission or alleged
material misstatement or omission was cured in such Prospectus and such
Prospectus was required by law to be delivered at or prior to the written
confirmation of sale to such person.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the
same extent as the foregoing indemnity from the Company to such Underwriter but
only with reference to information relating to such Underwriter or its market
making or stabilization activities furnished in writing to the Company by such
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto), the Prospectus (or any amendment or supplement thereto) or
any preliminary prospectus or preliminary prospectus supplement.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 7(a) and 7(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 7(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall



                                      -13-
   14


have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by Donaldson, Lufkin & Jenrette Securities Corporation, in the case
of parties indemnified pursuant to Section 7(a), and by the Company, in the case
of parties indemnified pursuant to Section 7(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

         (d) To the extent the indemnification provided for in this Section 7 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Securities or (ii) if the allocation provided by clause 7(d)(i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company on the one hand and the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by the Company, and the total underwriting discounts and commissions received by
the Underwriters, bear to the total price to the public of the Securities, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things,



                                      -14-
   15


whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective number
of Securities purchased by each of the Underwriters hereunder and not joint.

The remedies provided for in this Section 7 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified
party at law or in equity.

         SECTION 8. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof, to the performance by each of the
Company of its covenants and other obligations hereunder, and to the following
further conditions:

         (a) The Registration Statement has become effective and on the Closing
Date no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings therefor initiated or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. The Prospectus shall have been
filed with the Commission in accordance with Rule 424(b).

         (b) On the Closing Date, the Underwriters shall have received the
favorable opinions, dated as of the Closing Date, of (i) Seyfarth, Shaw,
Fairweather & Geraldson, counsel for the Company, in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters to the effect set



                                      -15-
   16


forth in Exhibit A-1 hereto and to such further effect as counsel to the
Underwriters may reasonably request, (ii) Jordan B. Allen, Executive Vice
President, General Counsel and Secretary of the Company, in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters to the effect set forth
in Exhibit A-2 and to such further effect as counsel to the Underwriters may
reasonably request, and (iii) Preston, Gates, Ellis & Rouvelas Meeds, counsel
for the Company, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter for each
of the other Underwriters to the effect set forth in Exhibit A-3 hereto and to
such further effect as counsel to the Underwriters may reasonably request. Such
counsel may state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of officers of
the Company and its subsidiaries and certificates of public officials.

         (c) On the Closing Date, the Underwriters shall have received the
favorable opinion, dated as of the Closing Date, of Sidley & Austin, counsel for
the Underwriters, together with signed or reproduced copies of such letter for
each of the other Underwriters to the effect set forth in Exhibit C. In giving
such opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal law of
the United States and the General Corporation Law of the State of Delaware, upon
the opinions of counsel satisfactory to the Representatives. Such counsel may
also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.

         (d) On the Closing Date, the Underwriters shall have received a
certificate of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company, dated as of the Closing
Date, to the effect that (i) the representations and warranties in Section 6
hereof are true and correct with the same force and effect as though expressly
made on and as of the Closing Date, (ii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date, and (iii) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or to the Company's
knowledge are contemplated by the Commission.

         (e) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date hereof), (i) there
shall not have occurred any change or any development involving a prospective
change in the condition, financial or otherwise, or the earnings, business,
management or operations of the Company and its subsidiaries, taken as a whole,
(ii) there shall not have been any change or any development involving a
prospective change in the capital stock or in the long-term debt of the Company
or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 8(e)(i),
8(e)(ii) or 8(e)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Securities on the terms and in
the manner contemplated in the Prospectus.



                                      -16-
   17


         (f) At the time of the execution of this Agreement, the Underwriters
shall have received from KPMG LLP a letter dated such date, in form and
substance satisfactory to the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and certain
financial information contained or incorporated by reference in the Registration
Statement and the Prospectus.

         (g) On the Closing Date, the Underwriters shall have received from KPMG
LLP a letter, dated as of the Closing Date, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (f) of this
Section, except that (i) the specified date referred to therein shall be a date
not more than three business days prior to the Closing Date, (ii) such letter
shall state that KPMG LLP has conducted a SFAS No. 71 review of the Company's
unaudited condensed consolidated balance sheet as of December 31, 1999, the
unaudited condensed statements of operations for the three and 12 months ended
December 31, 1999 and the unaudited condensed consolidated statement of cash
flows for the 12 months ended December 31, 1999 and shall contain customary
"negative assurance" provisions as to such financial statements, and (iii) such
letter shall contain a customary "negative assurance" provision as to the period
from January 1, 2000 through a date not more than three business days prior to
the Closing Date.

         (h) On the Closing Date, the Securities shall have been approved for
inclusion in the Nasdaq National Market, subject only to official notice of
issuance.

         (i) The NASD has confirmed that it has not raised any objection with
respect to the fairness and reasonableness of the underwriting terms and
arrangements.

         (j) The Company shall have delivered to you the agreements specified in
Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.

         (k) In the event that the Underwriters exercise their option provided
in Section 2 hereof to purchase all or any portion of the Additional Securities,
the representations and warranties of the Company contained herein and the
statements in any certificates furnished by the Company or any subsidiary of the
Company hereunder shall be true and correct as of each Option Closing Date, as
of the relevant Option Closing Date the condition set forth in Section 8(d)
shall be satisfied and, on the relevant Option Closing Date, the Underwriters
shall have received:

         (i)   A certificate, dated such Option Closing Date, of the President
         or a Vice President of the Company and of the chief financial or chief
         accounting officer of the Company confirming that the certificate
         delivered on the Closing Date pursuant to Section 8(d) hereof remains
         true and correct as of such Option Closing Date.

         (ii)  The favorable opinion of Seyfarth, Shaw, Fairweather &
         Geraldson, counsel for the Company, Jordan B. Allen, Executive Vice
         President, General Counsel and Secretary of the Company, Preston,
         Gates, Ellis & Rouvelas Meeds, counsel for the Company, each

                                      -17-

   18

         in form and substance satisfactory to counsel for the Underwriters,
         dated such Option Closing Date, relating to the Additional Securities
         to be purchased on such Option Closing Date and otherwise to the same
         effect as the opinion required by Section 8(b) hereof.

         (iii) The favorable opinion of Sidley & Austin, counsel for the
         Underwriters, dated such Option Closing Date, relating to the
         Additional Securities to be purchased on such Option Closing Date and
         otherwise to the same effect as the opinion required by Section 8(c)
         hereof.

         (iv)  A letter from KPMG LLP, in form and substance satisfactory to the
         Underwriters and dated such Option Closing Date, substantially in the
         same form and substance as the letter furnished to the Underwriters
         pursuant to Section 8(f) hereof, except that the "specified date" in
         the letter furnished pursuant to this paragraph shall be a date not
         more than three business days prior to such Option Closing Date.

         (l) On the Closing Date and on each Option Closing Date, counsel for
the Underwriters shall have been furnished with such documents and opinions as
they may require for the purpose of enabling them to pass upon the issuance and
sale of the Securities as herein contemplated, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Underwriters and counsel for
the Underwriters.

         SECTION 9. Effectiveness of Agreement; Termination. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

         This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Company if after the execution of this
Agreement any of the following has occurred: (i) any outbreak or escalation of
hostilities or other national or international calamity or crisis or change in
economic conditions or in the financial markets of the United States or
elsewhere that, in your judgment, is material and adverse and, in your judgment,
makes it impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus, (ii) the suspension or material limitation of
trading in securities or other instruments on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market or limitation on prices
for securities or other instruments on any such exchange or the Nasdaq National
Market, (iii) the suspension of trading of any securities of the Company on the
Nasdaq National Market, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of any
court or other governmental authority which in your opinion materially and
adversely affects, or will materially and adversely affect, the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by
either federal or New York State authorities or (vi) the taking of any action by
any federal, state or local government or agency in respect of its monetary or
fiscal affairs which in your opinion has a Material Adverse Change on the
financial markets in the United States.

                                      -18-

   19

         If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Securities or Additional Securities, as the case may be, which it has or
they have agreed to purchase hereunder on such date and the aggregate number of
Firm Securities or Additional Securities, as the case may be, which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the total number of Firm Securities or Additional
Securities, as the case may be, to be purchased on such date by all
Underwriters, each non-defaulting Underwriter shall be obligated severally, in
the proportion which the number of Firm Securities set forth opposite its name
in Schedule I bears to the total number of Firm Securities which all the
non-defaulting Underwriters have agreed to purchase, or in such other proportion
as you may specify, to purchase the Firm Securities or Additional Securities, as
the case may be, which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date; provided that in no event shall the
number of Firm Securities or Additional Securities, as the case may be, which
any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such number of
Firm Securities or Additional Securities, as the case may be, without the
written consent of such Underwriter. If on the Closing Date any Underwriter or
Underwriters shall fail or refuse to purchase Firm Securities and the aggregate
number of Firm Securities with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Securities to be purchased by all
Underwriters and arrangements satisfactory to you and the Company for purchase
of such Firm Securities are not made within 48 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter and the Company. In any such case which does not result in
termination of this Agreement, either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and the
Prospectus or any other documents or arrangements may be effected. If, on the
Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Securities and the aggregate number of Additional Securities
with respect to which such default occurs is more than one-tenth of the
aggregate number of Additional Securities to be purchased on such date, the
non-defaulting Underwriters shall have the option to (i) terminate their
obligation hereunder to purchase such Additional Securities or (ii) purchase not
less than the number of Additional Securities that such non-defaulting
Underwriters would have been obligated to purchase on such date in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of any such
Underwriter under this Agreement.

         SECTION 10. Miscellaneous. Notices given pursuant to any provision of
this Agreement shall be addressed as follows: (i) if to the Company, to American
Classic Voyages Co., Two North Riverside Plaza, Suite 200, Chicago, Illinois
60606, Attention: Jordan B. Allen and (ii) if to any Underwriter or to you, to
you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue,
New York, New York 10172, Attention: Syndicate Department, or in any case to
such other address as the person to be notified may have requested in writing.

         The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of

                                      -19-

   20

and payment for the Securities, regardless of (i) any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter,
the officers or directors of any Underwriter, any person controlling any
Underwriter, the Company, the officers or directors of the Company or any person
controlling the Company, (ii) acceptance of the Securities and payment for them
hereunder and (iii) termination of this Agreement.

         If for any reason the Securities are not delivered by or on behalf of
the Company as provided herein (other than as a result of any termination of
this Agreement pursuant to Section 9 or as a result of the default by the
Underwriters in their obligations to purchase the Securities hereunder), the
Company agrees to reimburse the several Underwriters for all out-of-pocket
expenses (including the fees and disbursements of counsel) incurred by them.
Notwithstanding any termination of this Agreement, the Company shall be liable
for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The
Company also agrees to reimburse the several Underwriters, their directors and
officers and any persons controlling any of the Underwriters for any and all
fees and expenses (including, without limitation, the reasonable fees and
disbursements of counsel) incurred by them in connection with enforcing their
rights hereunder (including, without limitation, pursuant to Section 7 hereof).

         Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, the Underwriters' directors and officers, any controlling persons
referred to herein, the Company's directors and the Company's officers who sign
the Registration Statement and their respective successors and assigns, all as
and to the extent provided in this Agreement, and no other person shall acquire
or have any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include a purchaser of any of the Securities from any of the
several Underwriters merely because of such purchase.

         This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

         This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.




                                      -20-

   21


         Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.


                                          Very truly yours,

                                          AMERICAN CLASSIC VOYAGES CO.



                                          By: _______________________________
                                              Name:
                                              Title:

DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
CRAIG-HALLAM CAPITAL GROUP, INC.
Acting severally on behalf of themselves and the several
Underwriters named in Schedule A hereto

By:  DONALDSON, LUFKIN & JENRETTE
     SECURITIES CORPORATION


By: ____________________________________







                                      -21-

   22


                                   SCHEDULE A





                   Name of Underwriter                 Number of Firm Securities
                   -------------------                 -------------------------

Donaldson, Lufkin & Jenrette Securities Corporation.....         558,000
Goldman, Sachs & Co. ...................................         558,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......         558,000
Craig-Hallam Capital Group, Inc. .......................         126,000
A.G. Edwards & Sons, Inc. ..............................          40,000
Wasserstein Perella Securities, Inc. ...................          40,000
Conifer Securities LLC .................................          40,000
D.A. Davidson & Co. ....................................          40,000
Ryan, Beck & Co. .......................................          40,000

Total...................................................       2,000,000
                                                               =========






                                      -A-

   23


                                   SCHEDULE B

Samuel Zell
Ann Lurie Revocable Trust
EGI Holdings, Inc.
EGIL Investments, Inc.
Samstock, L.L.C.
Anda Partnership
Philip C. Calian
Jordan B. Allen
Roderick K. McLeod
Randall L. Talcott
Todd D. Allen
Ronald W. Sieman
David Simmons
Townsend E. Carman
Heinz J. Niedermaier
Arthur A. Greenberg
Jerry R. Jacob
Emanuel L. Rouvelas
Mark Slezak
Joseph P. Sullivan
Jeffrey N. Watanabe
John R. Berry
Bradbury Dyer, III
Laurence S. Geller





                                      -B-

   24


                                   SCHEDULE C

AMCV Cruise Operations, Inc.
AMCV Holdings, Inc.
The Delta Queen Steamboat Co.
Cruise America Travel, Incorporated
Great River Cruise Line, L.L.C.
Great Ocean Cruise Line, L.L.C.
Great AQ Steamboat, L.L.C.
Great Hawaiian Cruise Line, Inc.
Great Independence Ship Co.
Great Hawaiian Properties Corporation
American Hawaii Properties Corporation
Project America, Inc.
Project America Ship I, Inc.
Great Pacific NW Cruise Line, L.L.C.





                                      -C-

   25


                                                                     Exhibit A-1

FORM OF OPINION OF SEYFARTH, SHAW FAIRWEATHER & GERALDSON

(i) The Company has been incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware.

(ii) The Company has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and to
enter into and perform its obligations under the Underwriting Agreement.

(iii) The shares of issued and outstanding capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;
and to the best of our knowledge, after reasonable inquiry, none of the
outstanding shares of capital stock of the Company was issued in violation of
the preemptive or other similar rights of any securityholder of the Company
under the Certificate of Incorporation or By-laws of the Company, the General
Corporation Law of the State of Delaware, or based solely upon a certificate of
an officer of the Company, any agreement to which the Company is a party.

(iv) The Securities have been duly authorized for issuance and sale to the
Underwriters pursuant to the Underwriting Agreement and, when issued and
delivered by the Company pursuant to the Underwriting Agreement against payment
of the consideration set forth in the Underwriting Agreement, will be validly
issued and fully paid and non-assessable.

(v) The issuance of the Securities is not subject to the preemptive or other
similar rights of any securityholder of the Company under the Certificate of
Incorporation or By-laws of the Company, the General Corporation Law of the
State of Delaware, or based solely upon a certificate of an officer of the
Company, any agreement to which the Company is a party.

(vi) Each Subsidiary has been incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus except as
otherwise disclosed in the Registration Statement, all of the issued and
outstanding capital stock of each Subsidiary has been duly authorized and
validly issued, is fully paid and non-assessable and, to the best of our
knowledge, is owned by the Company, directly or through subsidiaries, and based
solely upon a certificate of an officer of the Company is free and clear of any
material security interest, mortgage, pledge, lien, encumbrance, except that
such capital stock may be pledged or otherwise encumbered in connection with
that certain Credit Agreement dated as of February 25, 1999 with a group of
lenders, with the Chase Manhattan Bank, as agent, and any related agreements and
instruments ("CHASE CREDIT AGREEMENT"); and to the best of our knowledge, none
of the outstanding shares of capital stock of any

                                     A-1-1
   26


Subsidiary was issued in violation of the preemptive or similar rights of any
securityholder of such Subsidiary under the Certificate of Articles of
Incorporation or By-laws of such Subsidiary, the corporation statute of the
jurisdiction of incorporation of such Subsidiary, or, based solely upon a
certificate of an officer of the Company, any agreement to which such Subsidiary
is a party.

(vii) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

(viii) The Registration Statement has been declared effective under the Act; any
required filing of the Prospectus pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b); and, to the best of
our knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued under the Act and no proceedings for that purpose have
been instituted or are pending or threatened by the Commission.

(ix) The Registration Statement, the Prospectus, excluding the documents
incorporated by reference therein, and each amendment or supplement to the
Registration Statement and Prospectus, excluding the documents incorporated by
reference therein, as of their respective effective or issue dates (other than
the financial statements and schedules and other financial information included
therein or omitted therefrom, as to which we need express no opinion) complied
as to form in all material respects with the requirements of the Act.

(x) The documents incorporated by reference in the Prospectus (other than the
financial statements and schedules and other financial information included
therein or omitted therefrom, as to which we need express no opinion), when they
became effective or were filed with the Commission, as the case may be, complied
as to form in all material respects with the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder.

(xi) The form of certificate used to evidence the Securities complies in all
material respects with all applicable statutory requirements and the
requirements of the Nasdaq National Market.

(xii) To the best of our knowledge, except as described in the Prospectus, there
is not pending or threatened any action, suit, proceeding, inquiry or
investigation, to which the Company or any Subsidiary is a party, or to which
the property of the Company or any Subsidiary is subject, before or brought by
any court or governmental agency or body, domestic or foreign, which could
reasonably be expected to result in a Material Adverse Change, or which could
reasonably be expected to materially and adversely affect the properties or
assets thereof or the consummation of the transactions contemplated in the
Underwriting Agreement or the performance by the Company of its obligations
thereunder.



                                     A-1-2

   27

(xiii) The information in the Registration Statement under Item 15 of Part II,
to the extent that it constitutes matters of law, summaries of legal matters,
the Company's charter and bylaws or legal proceedings, or legal conclusions, has
been reviewed by us and fairly presents all material respects the information
set forth therein.

(xiv) To the best of our knowledge, except for any statutes or regulations
relating to maritime or transportation matters, as to which we express no
opinion, there are no material statutes or regulations that are required to be
described in the Prospectus that are not described or incorporated by reference
therein.

(xv) All descriptions in the Registration Statement of contracts and other
written agreements to which the Company or its Subsidiaries are a party fairly
present, in all material respects, the material terms of such contracts and
agreements; to the best of our knowledge, there are no material or other written
agreements to which the Company or its Subsidiaries is a party required to be
described or referred to in the Registration Statement or to be filed or
incorporated by reference as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto;
provided that we express no opinion with respect to any contract or other
agreement relating to vessel construction or maritime matters, other than the
agreement to acquire a vessel described on page S-29 of the Prospectus under the
heading "American Classic Voyages-Expansion Plans-Delta Queen Expansion
Plans-New Riverboat."

(xvi) To the best of our knowledge, neither the Company nor any Subsidiary is in
violation of its certificate or articles of incorporation or by-laws.

(xvii) To the best of our knowledge, after reasonable inquiry, no filing with,
or authorization, approval, consent, license, order, registration, qualification
or decree of, any court or governmental authority or agency, domestic or foreign
(other than under the Act, which have been obtained, or as may be required under
the securities or blue sky laws of the various states, as to which we need
express no opinion) is necessary or required in connection with the due
authorization, execution and delivery of the Underwriting Agreement or for the
offering, issuance, sale or delivery of the Securities.

(xviii) The execution, delivery and performance of the Underwriting Agreement
and the consummation of the transactions contemplated in the Underwriting
Agreement and in the Registration Statement (including the issuance and sale of
the Securities and the use of the proceeds from the sale of the Securities as
described in the Prospectus under the caption "Use Of Proceeds"), compliance by
the Company with its obligations under the Underwriting Agreement and the
issuance and sale of the Securities by the Company do not and will not, whether
with or without the giving of notice or lapse of time or both, to the best of
our knowledge, conflict with or constitute a breach of, or default under or
result in the creation or imposition of any Lien upon any property or assets of
the Company or any Subsidiary pursuant to any contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, lease or any other agreement or
instrument to which the Company or any Subsidiary is a party or by which it or
any of them may be bound, or to which any of the property or assets of the
Company or any Subsidiary is subject (except

                                     A-1-3

   28

for such conflicts, breaches or defaults or Liens that would not result in a
Material Adverse Change and except that we express no opinion with respect to
the Chase Credit Agreement or any contract, mortgage, note, other agreement or
instrument with the Maritime Administration of the United States Department of
Transportation)), nor will such action result in any violation of the provisions
of the certificate or articles of incorporation or by-laws of the Company or any
Subsidiary, or, to the best of our knowledge, any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any subsidiary or any of their respective properties, assets or
operations.

(xix) The Securities conform in all material respects to the descriptions
thereof contained in the Prospectus.

(xx) Neither the Company nor any of its subsidiaries is, and after giving effect
to the offering and sale of the Securities will be, an "investment company" or
an entity "controlled" by an "investment company," as such terms are defined in
the Investment Company Act.

(xxi) The statements set forth in the Prospectus under the caption "Description
of Capital Stock" insofar as they purport to describe the provisions of the law
and the documents described therein, fairly summarize or describe such terms,
documents and laws in all material respects.

We have participated in discussions with officers and representatives of the
Company during the course of the preparation of the Registration Statement.
Although we have not independently checked or verified the information contained
in the Registration Statement or Prospectus, on the basis of the aforementioned
discussions, nothing has come to our attention that would lead us to believe
that the Registration Statement or any amendment thereto (except for financial
statements and schedules and other financial information included or
incorporated by reference therein or omitted therefrom, as to which we need make
no statement), at the time such Registration Statement or any such amendment
became effective, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus or any amendment or
supplement thereto (except for financial statements and schedules and other
financial information included or incorporated by reference therein or omitted
therefrom, as to which we need make no statement), on the date of the
Prospectus, on the date of any such amended or supplemented prospectus or on the
Closing Date, included or includes an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

In rendering such opinion, such counsel may, as to matters of fact (but not as
to legal conclusions), to the extent they deem proper, on certificates of
responsible officers of the Company and public officials. Such opinion shall not
state that it is to be governed or

                                     A-1-4

   29


qualified by, or that it is otherwise subject to, any treatise, written policy
or other document relating to legal opinions, including, without limitation, the
Legal Opinion Accord of the ABA Section of Business Law (1991). In such opinion,
counsel may indicate that they are not expressing any opinion concerning any law
other than the laws of the State of Illinois and the State of New York (but not
including any statutes, ordinances, administrative decisions, rules or
regulations of counties, towns, municipalities and special political
subdivisions, or any judicial decisions to the extent that they deal with any of
the foregoing), the General Corporation Law of the State of Delaware and
applicable federal law of the United States.




                                     A-1-5

   30


                                                                     Exhibit A-2


                               FORM OF OPINION OF

                                 JORDAN B. ALLEN

         (i) The Company is qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, except where the failure so to qualify or to be in
good standing would not result in a Material Adverse Change.

         (ii) Each Subsidiary is qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, except where the failure so to qualify or to be in
good standing would not result in a Material Adverse Change.

         (iii) To the best of my knowledge, no default by the Company or any
Subsidiary exists in the due performance or observation of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or reference to in the Registration Statement or
the Prospectus or filed or incorporated by reference as an exhibit to the
Registration Statement (except for such violations or defaults which could not
reasonably be expected to result in a Material Adverse Change).

         (iv) The execution, delivery and performance of the Underwriting
Agreement and the consummation of the transactions contemplated in the
Underwriting Agreement and in the Registration Statement (including the issuance
and sale of the Securities and the use of the proceeds from the sale of the
Securities as described in the Prospectus under the caption "Use Of Proceeds"),
compliance by the Company with their obligations under the Underwriting
Agreement and the issuance and sale of the Securities do not and will not,
whether with or without the giving of notice or lapse of time or both, to the
best of my knowledge, conflict with or constitute a breach of, or default under
or result in the creation or imposition of any Lien upon any property or assets
of the Company or any subsidiary pursuant to the Chase Credit Agreement (except
for such Liens that would not result in a Material Adverse Change).





                                     A-2-1

   31


                                                                     Exhibit A-3


                               FORM OF OPINION OF

                             PRESTON, GATES, ELLIS &

                                 ROUVELAS MEEDS

                  (i) The information in the Prospectus under the headings
         "Prospectus Supplement Summary-American Classic Voyages-Investment
         Highlights -- Statutory Competitive Advantages," "Risk Factors-If we
         cannot benefit from exclusive rights of the Pilot Project Statute, our
         revenue growth in Hawaii will be adversely affected," "Risk
         Factors-Modification of the Passenger Vessel Act may adversely affect
         our business," "Risk Factors-If we do not complete drydockings or wet
         dockings on schedule or within budget, our revenues may be adversely
         impacted," "American Classic Voyages-Statutory Competitive Advantages,"
         and "American Classic Voyages-Current Operations-Governmental
         Regulation" (together, the "REGULATORY PORTION") to the extent it
         constitutes matters of law, summaries of legal matters or legal
         conclusions has been reviewed by us and is correct in all material
         respects.

                  (ii) Nothing has come to our attention that would lead us to
         believe that the information contained in the Regulatory Portion of the
         Registration Statement or any amendment thereto, at the time such
         Registration Statement or any such amendment became effective,
         contained an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading or that the information contained in
         the Regulatory Portion of the Prospectus or any amendment or supplement
         thereto, at the time the Prospectus was issued, at the time any such
         amended or supplemented prospectus was issued or on the Closing Date,
         included or includes an untrue statement of a material fact or omitted
         or omits to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  (iii) To the best of our knowledge there are no statutes or
         regulations that are required to be described in the Regulatory Portion
         of the Prospectus that are not described as required.

                  (iv) All descriptions in the Registration Statement and the
         Prospectus of the construction contract between Project America, Inc.,
         an indirect subsidiary of the Company, and Ingalls Shipbuilding, Inc.,
         the construction contract between Coastal Queen Holdings, L.L.C. and
         Atlantic Marine, Inc. and the construction contract between The Delta
         Queen Steamboat Co. and Cascade General, Inc. and the description of
         the vessel acquisition contract described under "American Classic
         Voyages--Expansion Plans--Hawaii Expansion Plans--Acquisition and
         Introduction of ms Patriot" fairly present in all material respects,
         the material terms of such contract, and, to the best of our knowledge,
         there are no material contracts or other written agreements for the
         construction of vessels to which the Company or is Subsidiaries are a
         party required to be

                                     A-3-1

   32


         described or referred to in the Registration Statement or filed as
         exhibits thereto, other than those described or referred to therein or
         filed or incorporated by reference as exhibits.

                  (v) The execution, delivery and performance of the
         Underwriting Agreement and the consummation of the transactions
         contemplated in the Underwriting Agreement and in the Registration
         Statement (including the issuance and sale of the Securities and the
         use of the proceeds from the sale of the Securities as described in the
         Prospectus under the caption "Use of Proceeds") and compliance by the
         Company with its obligations under the Underwriting Agreement do not
         and will not, whether with or without the giving of notice or lapse of
         time or both, to the best of our knowledge, conflict with or constitute
         a breach of, or default under or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Company or any subsidiary pursuant to any contract, mortgage, note,
         other agreement or instrument with the Maritime Administration of the
         United States Department of Transportation to which the Company or any
         Subsidiary is a party or by which it or any of them may be bound, or to
         which any of the property or assets of the Company or any Subsidiary is
         subject (except for such conflicts, breaches or defaults or liens,
         charges or encumbrances that would not result in a Material Adverse
         Change).

         In rendering such opinion, such counsel may rely, as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).







                                     A-3-2

   33



   FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS PURSUANT TO
                                   SECTION 2

                                                                       Exhibit B
                                February 15, 2000

Donaldson, Lufkin & Jenrette
  Securities Corporation
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
Craig-Hallam Capital Group, Inc.
c/o Donaldson, Lufkin & Jenrette
  Securities Corporation
277 Park Avenue
New York, New York 10172


         Re:  Proposed Public Offering by American Classic Voyages Co.
              --------------------------------------------------------

Dear Sirs:

         The undersigned, a stockholder [and an officer and/or director] of
American Classic Voyages Co., a Delaware corporation (the "COMPANY"),
understands that Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Craig-Hallum Capital Group, Inc. propose to enter into a Underwriting Agreement
(the "UNDERWRITING AGREEMENT") with the Company providing for the public
offering of shares of common stock, par value $.01 per share (the "COMMON
STOCK") of the Company.

         To induce the Underwriters to participate in the Public Offering and to
continue their efforts in connection with the Public Offering, the undersigned,
during the period commencing on the date hereof and ending 90 days after the
date of the final prospectus relating to the Public Offering:



   34


         (i) agrees not to (x) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock (including, without limitation,
shares of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock which may be deemed to be beneficially owned by
the undersigned in accordance with the rules and regulations of the Securities
and Exchange Commission) or (y) enter into any swap or other arrangement that
transfers all or a portion of the economic consequences associated with the
ownership of any Common Stock (regardless of whether any of the transactions
described in clause (x) or (y) is to be settled by the delivery of Common Stock,
or such other securities, in cash or otherwise), without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation;

         (ii) agrees not to make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation;
and

         (iii) authorizes the Company to cause the transfer agent to decline to
transfer and/or to note stop transfer restrictions on the transfer books and
records of the Company with respect to any shares of Common Stock and any
securities convertible into or exercisable or exchangeable for Common Stock for
which the undersigned is the record holder and, in the case of any such shares
or securities for which the undersigned is the beneficial but not the record
holder, agrees to cause the record holder to cause the transfer agent to decline
to transfer and/or to note stop transfer restrictions on such books and records
with respect to such shares or securities.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.



                                              Very truly yours,



                                              Signature:________________________

                                              Print Name:_______________________




                                      B-1

   35


                                                                       Exhibit C


                               FORM OF OPINION OF
                                 SIDLEY & AUSTIN



         (i) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

         (ii) The statements under the captions "Description of Capital Stock,"
and "Underwriting," insofar as such statements constitute summaries of the legal
matters and documents referred to therein, fairly summarize the legal matters
and documents referred to therein in all material respects.

         (iii) The Securities to be purchased by the Underwriters from the
Company have been duly authorized for issuance and sale to the Underwriters
pursuant to the Underwriting Agreement and, when issued and delivered by the
Company pursuant to the Underwriting Agreement against payment of the
consideration set forth in the Underwriting Agreement, will be validly issued,
fully paid and non-assessable; and no holder of the Securities is or will be
subject to personal liability by reason of being such a holder.

         (iv) The issuance and sale of the Securities by the Company is not
subject to the preemptive rights of any stockholder of the Company arising by
operation of law or under the certificate of incorporation or by-laws of the
Company.

         (v) Each of the Registration Statement and the Prospectus, as of its
respective effective or issue date (other than the financial statements,
financial data and supporting schedules included therein or omitted therefrom,
as to which we express no opinion), complied as to form in all material respects
with the requirements of the 1933 Act.

         (vi) Nothing has come to our attention which causes us to believe that
the Registration Statement (other than the financial statements, financial data
and supporting schedules included therein, as to which we express no belief), at
the time it became effective, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Prospectus (other than
the financial statements, financial data and supporting schedules included
therein, as to which we express no belief), as of its date or at the date
hereof, included or includes any untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.




                                       C-1

EX-4.1

   1
                                                                  EXHIBIT 4.1





      =====================================================================





                          AMERICAN CLASSIC VOYAGES CO.

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE



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

                    JUNIOR CONVERTIBLE SUBORDINATED INDENTURE

                          DATED AS OF FEBRUARY 22, 2000

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

                 7% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2015



      =====================================================================



   2


                            AMERICAN CLASSIC VOYAGES

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

                          TRUST INDENTURE ACT OF 1939:

  TRUST INDENTURE
    ACT SECTION                                           INDENTURE SECTION

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


                                       2
   3


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


                                TABLE OF CONTENTS

                                                                                               PAGE
                                                                                            
ARTICLE I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............................7
     SECTION 1.1.    Definitions.................................................................7
     SECTION 1.2.    Compliance Certificates and Opinions.......................................17
     SECTION 1.3.    Form of Documents Delivered to Trustee.....................................18
     SECTION 1.4.    Acts of Holders; Record Dates..............................................18
     SECTION 1.5.    Notices, Etc., to Trustee and Company......................................19
     SECTION 1.6.    Notice to Holders; Waiver..................................................20
     SECTION 1.7.    Conflict with Trust Indenture Act..........................................20
     SECTION 1.8.    Effect of Headings and Table of Contents...................................20
     SECTION 1.9.    Successors and Assigns.....................................................21
     SECTION 1.10.  Separability Clause.........................................................21
     SECTION 1.11.  Benefits of Indenture.......................................................21
     SECTION 1.12.  Governing Law...............................................................21
     SECTION 1.13.  Legal Holidays..............................................................21
     SECTION 1.14.  Language of Notices, Etc....................................................21
     SECTION 1.15.  Incorporators, Stockholders, Officers and Directors of the Company
                              Exempt from Individual Liability..................................21

ARTICLE II  DEBENTURE FORMS.....................................................................22
     SECTION 2.1.    Form of Debenture..........................................................22
     SECTION 2.2.    Legends on Debentures......................................................22

ARTICLE III  GENERAL TERMS AND CONDITIONS OF THE DEBENTURES.....................................23
     SECTION 3.1.    Designation, Title and Terms...............................................23
     SECTION 3.2.    Denominations..............................................................24
     SECTION 3.3.    Execution, Authentication, Delivery and Dating.............................24
     SECTION 3.4.    Temporary Debentures.......................................................25
     SECTION 3.5.    Registration, Registration of Transfer and Exchange........................25
     SECTION 3.6.    Mutilated, Destroyed, Lost and Stolen Debentures...........................27
     SECTION 3.7.    Payment of Interest; Interest Rights Preserved.............................28
     SECTION 3.8.    Persons Deemed Owners......................................................29
     SECTION 3.9.    Cancellation...............................................................30
     SECTION 3.10.  Computation of Interest.....................................................30
     SECTION 3.11.  CUSIP Numbers...............................................................30
     SECTION 3.12.  Extension of Interest Payment Period........................................30
     SECTION 3.13.  Additional Sums.............................................................30

ARTICLE IV  SATISFACTION AND DISCHARGE..........................................................31
     SECTION 4.1.    Satisfaction and Discharge of Indenture....................................31
     SECTION 4.2.    Application of Trust Money.................................................32


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ARTICLE V  REMEDIES.............................................................................32
     SECTION 5.1.    Events of Default..........................................................32
     SECTION 5.2.    Acceleration of Maturity; Rescission and Annulment.........................33
     SECTION 5.3.    Collection of Indebtedness and Suits for Enforcement by Trustee............34
     SECTION 5.4.    Trustee May File Proofs of Claim...........................................35
     SECTION 5.5.    Trustee May Enforce Claims Without Possession of Debentures................35
     SECTION 5.6.    Application of Money Collected.............................................36
     SECTION 5.7.    Limitation on Suits........................................................36
     SECTION 5.8.    Unconditional Right of Holders to Receive Principal, Premium and
                              Interest..........................................................37
     SECTION 5.9.    Restoration of Rights and Remedies.........................................37
     SECTION 5.10.  Rights and Remedies Cumulative..............................................37
     SECTION 5.11.  Delay or Omission Not Waiver................................................37
     SECTION 5.12.  Control by Holders..........................................................37
     SECTION 5.13.  Waiver of Past Defaults.....................................................38
     SECTION 5.14.  Undertaking for Costs.......................................................38
     SECTION 5.15.  Waiver of Usury, Stay or Extension Laws.....................................39

ARTICLE VI  THE TRUSTEE.........................................................................39
     SECTION 6.1.    Certain Duties and Responsibilities........................................39
     SECTION 6.2.    Notice of Defaults.........................................................39
     SECTION 6.3.    Certain Rights of Trustee..................................................39
     SECTION 6.4.    Not Responsible for Recitals or Issuance of Debentures.....................41
     SECTION 6.5.    May Hold Debentures........................................................41
     SECTION 6.6.    Money Held in Trust........................................................41
     SECTION 6.7.    Compensation and Reimbursement.............................................41
     SECTION 6.8.    Disqualification; Conflicting Interests....................................42
     SECTION 6.9.    Corporate Trustee Required; Eligibility....................................42
     SECTION 6.10.  Resignation and Removal; Appointment of Successor...........................42
     SECTION 6.11.  Acceptance of Appointment by Successor......................................43
     SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business.................44
     SECTION 6.13.  Preferential Collection of Claims Against Company...........................44
     SECTION 6.14.  Appointment of Authenticating Agent.........................................45

ARTICLE VII  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................47
     SECTION 7.1.    Company to Furnish Trustee Names and Addresses of Holders..................47
     SECTION 7.2.    Preservation of Information; Communications to Holders.....................47
     SECTION 7.3.    Reports by Trustee.........................................................47
     SECTION 7.4.    Reports by Company.........................................................47

ARTICLE VIII  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
                        LEASE...................................................................48
     SECTION 8.1.    Company May Consolidate, Etc, Only on Certain Terms........................48
     SECTION 8.2.    Successor Substituted......................................................49

ARTICLE IX  SUPPLEMENTAL INDENTURES.............................................................49
     SECTION 9.1.    Supplemental Indentures Without Consent of Holders.........................49
     SECTION 9.2.    Supplemental Indentures with Consent of Holders............................50



                                       4
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     SECTION 9.3.    Execution of Supplemental Indentures.......................................51
     SECTION 9.4.    Effect of Supplemental Indentures..........................................51
     SECTION 9.5.    Conformity with Trust Indenture Act........................................51
     SECTION 9.6.    Reference in Debentures to Supplemental Indentures.........................52

ARTICLE X  COVENANTS............................................................................52
     SECTION 10.1.  Payment of Principal, Premium and Interest..................................52
     SECTION 10.2.  Maintenance of Office or Agency.............................................52
     SECTION 10.3.  Money for Debentures Payments to Be Held in Trust...........................52
     SECTION 10.4.  Statement by Officers as to Default.........................................53
     SECTION 10.5.  Existence...................................................................54
     SECTION 10.6.  Waiver of Certain Covenants.................................................54
     SECTION 10.7.  Limitation of Transactions..................................................54
     SECTION 10.8.  Covenants As To Trust.......................................................55
     SECTION 10.9.  Certain Conversions Deemed Payment..........................................55

ARTICLE XI  REDEMPTION OF DEBENTURES............................................................56
     SECTION 11.1.    Election to Redeem; Notice to Trustee.....................................56
     SECTION 11.2.    Selection by Trustee of Debentures to Be Redeemed.........................56
     SECTION 11.3.    Notice of Redemption......................................................56
     SECTION 11.4.    Deposit of Redemption Price...............................................57
     SECTION 11.5.    Debentures Payable on Redemption Date.....................................57
     SECTION 11.6.    Debentures Redeemed in Part...............................................57
     SECTION 11.7.    Optional  Redemption......................................................58
     SECTION 11.8.    Redemption upon Occurrence of Trust Tax Event.............................59
     SECTION 11.9.    Exchange of Trust Securities for Debentures...............................59
     SECTION 11.10.  Interest on Converted Debentures...........................................60

ARTICLE XII  CONVERSION OF DEBENTURES...........................................................60
     SECTION 12.1.   Conversion Rights..........................................................60
     SECTION 12.2.   Conversion Procedures......................................................60
     SECTION 12.3.   Expiration of Conversion Rights............................................62
     SECTION 12.4.   Conversion Price Adjustments...............................................62
     SECTION 12.5.   Fundamental Change.........................................................65
     SECTION 12.6.   Notice of Adjustments of Conversion Price..................................67
     SECTION 12.7.   Prior Notice of Certain Events.............................................68
     SECTION 12.8.   Dividend Reinvestment and Other Plans......................................69
     SECTION 12.9.   Certain Additional Rights..................................................69
     SECTION 12.10.  Reservation of Common Stock; Taxes.........................................70
     SECTION 12.11.  Trustee Not Responsible for Determining Conversion Price or
                                Adjustments.....................................................70
     SECTION 12.12.  Conversion Not Permitted in Violation of U.S. Shipping Act.................71

ARTICLE XIII  SUBORDINATION OF DEBENTURES.......................................................71
     SECTION 13.1.   Agreement to Subordinate...................................................71
     SECTION 13.2.   Distribution on Dissolution, Liquidation and Reorganization;
                               Subrogation of Debentures........................................71
     SECTION 13.3.  No Payment on Debentures in Event of Default on Senior Debt.................73
     SECTION 13.4.  Payments on Debentures Permitted............................................73



                                       5
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     SECTION 13.5.  Authorization of Holders of Debentures to Trustee to Effect
                                 Subordination..................................................73
     SECTION 13.6.  Notices to Trustee..........................................................74
     SECTION 13.7.  Trustee as Holder of Senior Debt............................................74
     SECTION 13.8.  Modification of Terms of Senior Debt........................................74


                                       6
   7


     JUNIOR CONVERTIBLE SUBORDINATED INDENTURE dated as of February 22, 2000,
between AMERICAN CLASSIC VOYAGES CO., a corporation duly organized and existing
under the laws of Delaware (the "Company"), having its principal office at Two
North Riverside Plaza, Chicago, Illinois 60606, and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its 7% Convertible Subordinated
Debentures due 2015 (the "Debentures") of substantially the tenor hereinafter
provided which evidence loans made to the Company of the proceeds from the
issuance by AMCV Capital Trust I, a Delaware business trust (the "Trust"), of
preferred trust interests in the Trust (the "Preferred Securities") and common
trust interests in the Trust (the "Common Securities"), and to provide the terms
and conditions upon which the Debentures are to be authenticated, issued and
delivered.

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1. Definitions.

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



                                       7
   8


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

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

          (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such computation;

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

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

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

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

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

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

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



                                       8
   9

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

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

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

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

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

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

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

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

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


                                       9
   10

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

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

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

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

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

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

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

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

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which at the date hereof is 101 Barclay Street, Floor 21 West, Corporate Trust,
New York, New York 10286.

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

     "Current Market Price" means the average of the last reported sale price,
regular way, for the 10 Trading Days (as defined herein) ending on the date of
determination, or, if no sale takes place on any such day, the average of the
reported closing bid and asked prices on such day(s), regular way, in either
case as reported on the Nasdaq National Market or, if such Common Stock is not
listed or admitted to trading on the Nasdaq National Market on any such day, on
the principal national securities exchange or quotation system on which such
Common Stock is listed or admitted to trading, or, if not listed or admitted to
trading or quoted on any national



                                       10
   11

securities exchange or quotation system, the average closing bid and asked
prices of such Common Stock in the over-the-counter market for the 10 Trading
Days in question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or, if not so available in such
manner, as furnished by any member firm of the National Association of
Securities Dealers, Inc. selected from time to time by the Board of Directors of
the Company for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors of the Company. As
used herein, the term "Trading Day" shall mean a day on which the principal
national securities exchange on which the Common Stock is listed or admitted to
trading is open for the transaction of business or, if the Common Stock is not
listed or admitted to trading on any national securities exchange, a Business
Day.

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

     "Debentures" means the Company's 7% Subordinated Convertible Debentures due
2015.

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

     "Declaration" means the Amended and Restated Declaration of Trust of the
Trust, dated as of February 22, 2000, as the same may be modified, amended or
supplemented in accordance with the applicable provisions thereof, including all
exhibits thereto, including, for all purposes of the Declaration, any such
modification, amendment or supplement, and the provisions of the Trust Indenture
Act that are deemed to be a part of and govern the Declaration.

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

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

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

     "Depositary" means, with respect to Debentures issuable in whole or in part
in the form of one or more Global Debentures, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Debentures,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

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

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

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

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



                                       11
   12


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

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

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

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

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

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

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

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

     "Liquidation Amount" means an amount with respect to the assets of the
Trust equal to $50 per Trust Security.

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

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


                                       12
   13


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

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

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

     "Officers' Certificate" means 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 the Company. The officer
signing an Officers' Certificate given pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.

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

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

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

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

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

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



                                       13
   14


the pledgee is not the Company or any other obligor upon the Debentures or any
Affiliate of the Company or of such other obligor.

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

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

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

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

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

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

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

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

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

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

     "Reference Market Price" initially means $16.54 (which is an amount equal
to 66.67% of the last reported sale price for the Common Stock on The Nasdaq
National Market on February 15, 2000), and in the event of any adjustment of the
Conversion Price other than as a result of a Non-Stock Fundamental Change, the
Reference Market Price shall also be adjusted so that the ratio of the Reference
Market Price to the Conversion Price after giving effect to any such adjustment
shall always be the same as the ratio of the initial Reference Market Price to
the initial Conversion Price of the Debentures.



                                       14
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     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Debentures means the first day of the month of such Interest Payment Date
(that is, each February 1, May 1, August 1 and November 1).

     "Responsible Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the 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 Indenture.

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

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

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

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

     "Stock Fundamental Change" means any Fundamental Change in which more than
50% of the value (as determined in good faith by the Board of Directors in a
Board Resolution) of the consideration received by holders of Common Stock
consists of Common Stock that for each of the 10 consecutive Trading Days prior
to the Entitlement Date has been admitted for listing or admitted for listing
subject to notice of issuance on a national securities exchange or quoted on the
Nasdaq National Market; provided, however, that a Fundamental Change shall not
be a Stock Fundamental Change unless either (a) the Company continues to exist
after the occurrence of such Fundamental Change and the outstanding Trust
Preferred Securities continue to exist as outstanding Trust Preferred Securities
or (b) the outstanding Trust Preferred Securities continue to exist as preferred
securities and are convertible into shares of Common Stock of an entity
succeeding to the business of the Company.

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

     "Tax Action" means (a) an amendment to, change in or announced prospective
change in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying or clarifying such laws or regulations, or (c)
an administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or



                                       15
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regulatory body making such administrative pronouncement or taking such action,
which amendment or change is adopted or which decision, pronouncement or
prospective change is announced or which action, clarification or challenge
occurs on or after the date of the prospectus related to the issuance of the
Trust Preferred Securities.

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

     "Transaction" has the meaning specified in Section 12.5.

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

     "Trust Common Security" means the common securities representing undivided
subordinated beneficial interests in the assets of the Trust with a Liquidation
Amount of $50 per Trust Common Security, issued by the Trust.

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

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

     "Trust Preferred Securities" means the preferred undivided beneficial
interests in the assets of the Trust with a Liquidation Amount of $50 per Trust
Preferred Security, issued by the Trust.

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

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

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



                                       16
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Debentures is not or, within 90 days after such date, will not be deductible by
the Company for United States federal income tax purposes.

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

     "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, each of which are not callable or redeemable at the option of the
issuer thereof.

     "Underwriters" with respect to the Trust Preferred Securities, means
Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

     "Underwriting Agreement" means the underwriting agreement dated as of
February 15, 2000 among the Company, the Trust and the Underwriters.

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

SECTION 1.2.  Compliance Certificates and Opinions.

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

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







                                       17
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          (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

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

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

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

SECTION 1.3.  Form of Documents Delivered to Trustee.

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

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

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

SECTION 1.4.  Acts of Holders; Record Dates.

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




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instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 3.15 of the Trust Indenture Act) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

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

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

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

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

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

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

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


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

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

SECTION 1.6.  Notice to Holders; Waiver.

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

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

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

SECTION 1.7.  Conflict with Trust Indenture Act

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

SECTION 1.8.  Effect of Headings and Table of Contents.

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



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SECTION 1.9.  Successors and Assigns.

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

SECTION 1.10.  Separability Clause.

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

SECTION 1.11.  Benefits of Indenture.

     Nothing in this Indenture or in the Debentures, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 1.12.  Governing Law.

     This Indenture and the Debentures shall be governed by and construed in
accordance with the law of the State of New York, without regard to the conflict
of laws principles thereof.

SECTION 1.13.  Legal Holidays.

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

SECTION 1.14. Language of Notices, Etc.

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

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

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



                                       21
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waived and released as a condition of, and as a part of the consideration for,
the execution of this Indenture and the issue of the Debentures.

                                   ARTICLE II
                                 DEBENTURE FORMS

SECTION 2.1.  Form of Debenture.

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

SECTION 2.2.  Legends on Debentures.

     Any Global Debenture and any Definitive Debenture shall contain the
following legend:

     UNDER CERTAIN CIRCUMSTANCES THIS DEBENTURE IS CONVERTIBLE INTO COMMON STOCK
OF AMERICAN CLASSIC VOYAGES CO. (THE "COMPANY"). THE COMPANY OPERATES CERTAIN
VESSELS IN THE UNITED STATES COASTWISE TRADES IN COMPLIANCE WITH THE SHIPPING
ACT OF 1916, AS AMENDED ("SHIPPING ACT"). THE SHIPPING ACT REQUIRES THAT NOT
MORE THAN 25% OF THE COMPANY'S CAPITAL STOCK MAY BE OWNED OR CONTROLLED BY
FOREIGN CITIZENS, AS SUCH TERM IS DEFINED BELOW. A "FOREIGN CITIZEN" IS ANY
PERSON (INCLUDING AN INDIVIDUAL, A PARTNERSHIP, A CORPORATION, OR AN
ASSOCIATION) WHO IS NOT A UNITED STATES CITIZEN. FOR THE PURPOSES HEREOF, A
UNITED STATES CITIZEN IS DEFINED AS FOLLOWS: (1) AN INDIVIDUAL IS A UNITED
STATES CITIZEN IF SUCH INDIVIDUAL IS SO CHARACTERIZED UNDER THE LAWS OF THE
UNITED STATES, (2) A PARTNERSHIP IS A UNITED STATES CITIZEN IF ALL ITS GENERAL
PARTNERS ARE UNITED STATES CITIZENS, AND AT LEAST 75% OF THE EQUITY INTEREST IN
THE PARTNERSHIP IS OWNED BY UNITED STATES CITIZENS, (3) AN ASSOCIATION IS A
UNITED STATES CITIZEN IF EACH OF ITS MEMBERS IS A UNITED STATES CITIZEN, (4) A
TRUST IS A UNITED STATES CITIZEN IF EACH OF ITS TRUSTEES IS A UNITED STATES
CITIZEN, EACH BENEFICIARY WITH AN ENFORCEABLE INTEREST IN THE TRUST IS A UNITED
STATES CITIZEN, AND AT LEAST 75% OF THE EQUITY INTEREST IN THE TRUST IS OWNED BY
UNITED STATES CITIZENS, (5) A CORPORATION IS A UNITED STATES CITIZEN IF (A) IT
IS ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE,
TERRITORY, DISTRICT, OR POSSESSION THEREOF, (B) ITS PRESIDENT OR OTHER CHIEF
EXECUTIVE OFFICER AND THE CHAIRMAN OF ITS BOARD OF DIRECTORS ARE UNITED STATES
CITIZENS, (C) NO MORE OF ITS DIRECTORS THAN A MINORITY OF THE NUMBER NECESSARY
TO CONSTITUTE A QUORUM ARE INDIVIDUALS WHO ARE NOT UNITED STATES CITIZENS, (D)
75% OR MORE OF ITS ISSUED AND OUTSTANDING CAPITAL STOCK, AND, IF IT IS A
SUBSIDIARY, 75% OR MORE OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF EACH OF
ITS CORPORATE PARENTS INCLUDING THE ULTIMATE CORPORATE PARENT, IS REGISTERED IN
THE NAME OF AND BENEFICIALLY OWNED AND CONTROLLED BY UNITED STATES CITIZENS, AND
(E) BY NO MEANS WHATSOEVER IS CONTROL OF THE


                                       22
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COMPANY CONFIRMED UPON OR PERMITTED TO BE EXERCISED BY ANY PERSON WHO IS NOT A
UNITED STATES CITIZEN.

     UNDER THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, THE
BOARD OF DIRECTORS OF THE COMPANY IS AUTHORIZED TO ESTABLISH, FROM TIME TO TIME,
AS A CONDITION TO THE ISSUANCE OR TRANSFER OF SHARES OF THE COMPANY TO OR FOR
THE BENEFIT OF A FOREIGN CITIZEN, THE MINIMUM PERCENTAGE OF THE TOTAL
OUTSTANDING SHARES OF THE COMPANY WHICH SHALL BE OWNED BY UNITED STATES
CITIZENS, WHICH MINIMUM PERCENTAGE MAY, IN THE DISCRETION OF THE BOARD OF
DIRECTORS, EXCEED THE MINIMUM PERCENTAGE REQUIRED BY THE SHIPPING ACT.

     THE COMPANY WILL ADVISE THE TRUSTEE WHEN NO PROPOSED CONVERSION OF
DEBENTURES SHALL BE MADE. THE COMPANY WILL SO ADVISE THE TRUSTEE IF THE STOCK
RECORDS OF THE COMPANY DISCLOSE IMMEDIATELY PRIOR TO THE TIME OF SUCH PROPOSED
CONVERSION THAT (1) THE MINIMUM PERCENTAGE OF OUTSTANDING SHARES OF VOTING STOCK
OF ANY CLASS OF THE COMPANY ALLOWED TO BE OWNED BY FOREIGN CITIZENS HAS BEEN MET
OR HAS BEEN EXCEEDED, OR (2) THE MAXIMUM PERCENTAGE OF OUTSTANDING SHARES OF
VOTING STOCK OF ANY CLASS OF THE COMPANY ALLOWED TO BE OWNED BY FOREIGN CITIZENS
WOULD BE EXCEEDED AS A RESULT OF SUCH PROPOSED CONVERSION

     THE COMPANY WILL FURNISH TO ANY HOLDER OF DEBENTURES, UPON REQUEST AND
WITHOUT CHARGE, COPIES OF THE APPLICABLE PROVISIONS OF THE CERTIFICATE OF
INCORPORATION, BY-LAWS, AND ANY APPLICABLE RESOLUTIONS OF THE BOARD OF DIRECTORS
ADOPTED FOR THE PURPOSE OF IMPLEMENTING THE PROVISIONS OF THE CERTIFICATE OF
INCORPORATION OR BY-LAWS NOTED ABOVE. ANY SUCH REQUEST MAY BE ADDRESSED TO THE
SECRETARY OF THE COMPANY.

                                  ARTICLE III
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 3.1.  Designation, Title and Terms.

     There is hereby authorized the debt securities designated the "7%
Convertible Subordinated Debentures due 2015," limited in aggregate principal
amount to (a) $103,092,800 plus (b) such aggregate principal amount (which may
not exceed $15,463,950 principal amount) of additional Debentures as shall be
purchased by the Underwriters on the Option Closing Date pursuant to the
Underwriting Agreement, which amount shall be as set forth in any written order
of the Company for the authentication and delivery of Debentures pursuant to
Section 3.3. All of the Debentures issued pursuant to this Indenture shall be
deemed to have been issued as of, and shall begin to accrue interest as
specified herein from, the Closing Date (as such term is defined in the
Underwriting Agreement). The Debentures will mature on February 15, 2015 and
bear interest at a rate of 7% per annum from February 22, 2000, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, payable quarterly in arrears on February 15, May 15, August 15 and November
15 and of each year, commencing May 15,



                                       23
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2000. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name the Debenture (or one or more Predecessor Debentures) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the first day of the month of such Interest Payment
Date (that is, each February 1, May 1, August 1 and November 1).

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

     The Debentures will be redeemable as provided in Article XI.

     The Debentures will be convertible as provided in Article XII.

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

SECTION 3.2.  Denominations.

     The Debentures will be issued only in registered form without coupons and
only in denominations of $1,000 and any integral multiple thereof.

SECTION 3.3.  Execution, Authentication, Delivery and Dating.

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

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

     Each Debenture shall be dated the date of its authentication.



                                       24
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     No Debenture shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Debenture a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Debenture shall be conclusive evidence, and the only
evidence, that such Debenture has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Debenture shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debenture to the Trustee for cancellation as
provided in Section 3.9 for all purposes of this Indenture such Debenture shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 3.4.  Temporary Debentures.

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

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

SECTION 3.5.  Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at an office or agency of the Company in
The City of New York a register (the register maintained in such office or in
any other office or agency of the Company in a Place of Payment being herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Debentures and of transfer of Debentures. The Trustee is hereby
appointed as the initial "Security Registrar" for the purpose of registering
Debentures and transfers of Debentures as herein provided and its principal
corporate trust office which, at the date hereof, is located at 101 Barclay
Street, Floor 21 West, Corporate Trust, New York, New York 10286 as the initial
office or agency in The City of New York where the Security Register will be
maintained. The Company may at any time replace such Security Registrar, change
such office or agency or act as its own Security Registrar. The Company will
give prompt written notice to the Trustee of any change of the Security
Registrar or of the location of such office or agency.

     Upon surrender for registration of transfer of any Debenture at the office
or agency of the Company maintained pursuant to Section 10.2 for such purpose,
the Company shall execute, and



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the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debentures, of any authorized
denominations and of a like aggregate principal amount and tenor.

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

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

     Every Debenture presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing which written
instrument of transfer shall state whether the Person to whom such Debenture is
being transferred is a citizen of the United States.

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

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

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

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

     If at any time the Depositary for the Debentures notifies the Company that
it is unwilling or unable to continue as Depositary for the Debentures or if at
any time the Depositary for the Debentures shall no longer be qualified to serve
as the Depositary, the Company shall appoint a successor Depositary with respect
to the Debentures. If a successor Depositary for the Debentures is not appointed
by the Company within 90 days after the Company receives such



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notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debentures, will authenticate and deliver Debentures of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Debenture or Debentures in exchange for such
Global Debenture or Debentures.

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

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

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

SECTION 3.6.  Mutilated, Destroyed, Lost and Stolen Debentures.

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

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Debenture and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Debenture has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver,


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in lieu of any such destroyed, lost or stolen Debenture, a new Debenture of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

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

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

SECTION 3.7.  Payment of Interest; Interest Rights Preserved.

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

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

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



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payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Debentures
at such Holder's address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Debentures (or their respective Predecessor Debentures) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (b).

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

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

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

SECTION 3.8.  Persons Deemed Owners.

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

     No holder of any beneficial interest in any Global Debenture held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Debenture, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such Global
Debenture for all purposes whatsoever. None of the Company, the Trustee nor any
agent of the Company or the Trustee will have any responsibility




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or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Debenture or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

SECTION 3.9.  Cancellation.

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

SECTION 3.10.  Computation of Interest.

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

SECTION 3.11.  CUSIP Numbers.

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

SECTION 3.12.  Extension of Interest Payment Period.

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

SECTION 3.13.  Additional Sums.

     In the event that (a) the Property Trustee is the Holder of all of the
Outstanding Debentures, (b) a Trust Tax Event in respect of the Trust shall have
occurred and be continuing and (c) the Company shall not have (i) redeemed or
exchanged all the Debentures pursuant to Section 11.7 or 11.8, respectively, or
(ii) terminated the Trust pursuant to Section 9.1 of the Declaration, the
Company shall pay Additional Sums to the Trust (and its permitted successors


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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1.  Satisfaction and Discharge of Indenture.

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

          (a) either

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

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

                    (A) have become due and payable, or

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

                    (C) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,

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




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     deposit (in the case of Debentures which have become due and payable) or to
     the Stated Maturity or Redemption Date, as the case may be;

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

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

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

SECTION 4.2.   Application of Trust Money.

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

                                   ARTICLE V
                                    REMEDIES

SECTION 5.1.   Events of Default.

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

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

          (b) default in the payment of the principal of (or premium, if any,
on) any Debentures as and when the same shall become due and payable whether at
maturity, upon redemption, by declaration or otherwise (whether or not such
payment is prohibited by the



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subordination provisions set forth in Article XIII hereof or in any indenture
supplemental hereto); provided, however, that a valid extension of the maturity
of the Debentures in accordance with the terms of this Indenture or any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any; or

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

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

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

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

          (g) if, after the original issuance of the Debentures to the Trust or
the Property Trustee in connection with the original issuance of Trust
Securities by the Trust, the Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (i) the distribution of the Debentures to holders of Trust
Securities in liquidation of their interests in the Trust, (ii) the redemption
or conversion of all of the outstanding Trust Securities of the Trust or (iii)
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration.

SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Debentures at the time Outstanding
(other than an Event of Default specified in clause (d) or (e) of Section 5.1)
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debentures may declare
the principal amount of and accrued interest to the date of acceleration on all
of the Outstanding Debentures to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) and accrued
interest shall become immediately due and payable.



                                       33
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     If an Event of Default specified in clause (d) or (e) of Section 5.1
occurs, all unpaid principal amount of and accrued interest on the Outstanding
Debentures shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder of any
Debenture.

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

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

               (i) all overdue interest on all Debentures;

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

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

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

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

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

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

     The Company covenants that if

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

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


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including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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

SECTION 5.4.  Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Company or any other
obligor upon the Debentures, their property or their creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

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

SECTION 5.5.  Trustee May Enforce Claims Without Possession of Debentures.

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



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SECTION 5.6.  Application of Money Collected.

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

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

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

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

SECTION 5.7.  Limitation on Suits.

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

          (a) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Debentures;

          (b) the Holders of not less than 25% in principal amount

of the Outstanding Debentures shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

          (c) such Holder or Holders have offered to the Trustee indemnity
satisfactory to the Trustee against the costs, expenses and liabilities
(including attorneys' fees) to be incurred in compliance with such request;

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

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

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


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

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

SECTION 5.9.  Restoration of Rights and Remedies.

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

SECTION 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debentures in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

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

SECTION 5.12. Control by Holders.

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


                                       37
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          (a) such direction shall not be in conflict with any rule of law or
with this Indenture;

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

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

SECTION 5.13. Waiver of Past Defaults.

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

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

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

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

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

SECTION 5.14. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs
(including legal fees and expenses) against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided, however,
that neither this Section nor the



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Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Trustee
or the Company.

SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 6.1.  Certain Duties and Responsibilities.

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

SECTION 6.2.  Notice of Defaults.

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

SECTION 6.3.  Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:



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

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

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

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

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

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

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

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

          (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Debentures and this Indenture;


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

          (k) the 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 Indenture.

SECTION 6.4.  Not Responsible for Recitals or Issuance of Debentures.

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

SECTION 6.5.  May Hold Debentures.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Debentures and, subject to Sections
6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 6.6.  Money Held in Trust.

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

SECTION 6.7.  Compensation and Reimbursement.

     The Company agrees:

          (a) to pay to the Trustee from time to time such compensation as shall
be agreed in writing between the Company and the 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);

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

          (c) to indemnify each of the Trustee and any predecessor Trustee for,
and to hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or



                                       41
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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 of defending itself against any claim (whether asserted by
the Company, a Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except those
attributable to its negligence or willful misconduct.

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

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

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

SECTION 6.8.  Disqualification; Conflicting Interests.

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

SECTION 6.9.  Corporate Trustee Required; Eligibility.

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

SECTION 6.10. Resignation and Removal; Appointment of Successor.

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

     The Trustee may resign at any time with respect to the Debentures by giving
written notice thereof to the Company. The Trustee may be removed at any time
with respect to the Debentures by Act of the Holders of a majority in principal
amount of the Outstanding Debentures, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30



                                       42
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days after the giving of such notice of resignation or removal, the Trustee
resigning or being removed may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debentures.

     If at any time:

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

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

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

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

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

SECTION 6.11. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Debentures, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such



                                       43
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appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

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

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

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

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

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

SECTION 6.13. Preferential Collection of Claims Against Company.

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



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SECTION 6.14. Appointment of Authenticating Agent.

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

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

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

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.


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     If an appointment with respect to the Debentures is made pursuant to this
Section, the Debentures may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

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

                                                The Bank of New York,
                                                As Trustee


     By:______________________________
                                                         As Authenticating Agent

     By:_______________________________
                                                         Authorized Officer





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                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

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

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

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

SECTION 7.2.      Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

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

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

SECTION 7.3.      Reports by Trustee.

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

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than April 15 in each calendar year
with respect to the 12-month period ending on the previous February 15,
commencing February 15, 2001.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Debentures are listed, with the Commission and with the Company. The Company
shall promptly notify the Trustee when any Debentures are listed for trading on
any stock exchange and of any delisting thereof.

SECTION 7.4.      Reports by Company.

         The Company shall:



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

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

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

         Delivery of such reports, information and documents to the Trustee is
for information purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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


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performance or observance of every covenant and condition of this Indenture on
the part of the Company to be performed or observed;

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

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

SECTION 8.2.      Successor Substituted.

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1.      Supplemental Indentures Without Consent of Holders.

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



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                  (a) to secure the Debentures; or

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

                  (c) to add to the covenants of the Company or the Events of
Default for the benefit of the Holders of the Debentures or to surrender any
right or power herein conferred upon the Company; or

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

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

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

SECTION 9.2.      Supplemental Indentures with Consent of Holders.

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




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

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

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

                  (d) modify any of the provisions of this Section, Section 5.13
or Section 10.6, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Debenture affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11 and 9.1(e).

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

SECTION 9.3.      Execution of Supplemental Indentures.

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

SECTION 9.4.      Effect of Supplemental Indentures.

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

SECTION 9.5.      Conformity with Trust Indenture Act.

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



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SECTION 9.6.      Reference in Debentures to Supplemental Indentures.

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

                                   ARTICLE X
                                   COVENANTS

SECTION 10.1.     Payment of Principal, Premium and Interest.

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

SECTION 10.2.     Maintenance of Office or Agency.

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

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

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

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

         If the Company shall at any time act as its own Paying Agent with
respect to the Debentures, it will, on or before each due date of the principal
of or any premium or interest on any of the Debentures, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such


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sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.

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

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

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

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

SECTION 10.4.     Statement by Officers as to Default.

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



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default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

SECTION 10.5.     Existence.

         Subject to Article VIII, the Company will do or cause to be done all
the things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if it shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company.

SECTION 10.6.     Waiver of Certain Covenants.

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

SECTION 10.7.     Limitation of Transactions.

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



                                       54
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rights), (ii) make any payments of principal, interest or premium, if any, on or
repay or repurchase or redeem any debt securities of the Company that rank pari
passu with or junior to the Debentures (other than any redemption, liquidation,
interest, principal or guarantee payment by the Company where the payment is
made by way of securities (including the Company's Capital Stock) that rank pari
passu with or junior to the securities on which such redemption, interest,
principal or guarantee payment is being made) or (iii) make any guarantee
payments regarding the foregoing (other than payments under the Trust Preferred
Securities Guarantee (as defined in the Declaration)) .

SECTION 10.8.     Covenants As To Trust.

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

SECTION 10.9.     Certain Conversions Deemed Payment.

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



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                                   ARTICLE XI
                            REDEMPTION OF DEBENTURES

SECTION 11.1.     Election to Redeem; Notice to Trustee.

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

SECTION 11.2.     Selection by Trustee of Debentures to Be Redeemed.

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

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

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

SECTION 11.3.     Notice of Redemption.

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

         All notices of redemption shall identify the Debentures (including
"CUSIP" number(s)) to be redeemed and shall state:




                                       56
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                  (a) the Redemption Date,

                  (b) the Redemption Price,

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

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

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

                  (e) the aggregate principal amount of Debentures being
redeemed.

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

SECTION 11.4.     Deposit of Redemption Price.

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

SECTION 11.5.     Debentures Payable on Redemption Date.

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

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

SECTION 11.6.     Debentures Redeemed in Part.

         Any Debenture which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed



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by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Debenture without service charge, a new Debenture or Debentures
of like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debenture so surrendered.

SECTION 11.7.     Optional Redemption.

         The debentures may be redeemed for cash, in whole or in part, at the
option of the Company:

                  (a) The Company shall have the right to redeem the Debentures,
in whole or in part, from time to time, on or after February 19, 2003 at the
redemption prices specified below, expressed as percentages of the principal
amount if redeemed during the 12-month period beginning on each of the dates set
forth below:

         Date                                                        Percentage

         February 19, 2003........................................     104.90%
         February 15, 2004........................................     104.20%
         February 15, 2005........................................     103.50%
         February 15, 2006........................................     102.80%
         February 15, 2007........................................     102.10%
         February 15, 2008........................................     101.40%
         February 15, 2009........................................     100.70%
         February 15, 2010 and thereafter.........................     100.00%


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



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

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

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

SECTION 11.8.     Redemption upon Occurrence of Trust Tax Event.

         If a Trust Tax Event shall occur and be continuing, the Company shall
have the right, upon the later of 90 days following the occurrence of such Trust
Tax Event and February 19, 2003, to elect to redeem the Debentures in whole or
in part, upon not less than 30 nor more than 60 days' notice at the Redemption
Price for cash equal to the aggregate unpaid principal amount thereof plus
accrued and unpaid interest thereon (including Additional Interest and
Additional Sums, if any) to the date fixed for redemption.

SECTION 11.9.     Exchange of Trust Securities for Debentures.

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

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



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exchanged in respect of distributions are not reduced as a result of such Trust
Tax Event, and shall not have revoked any such election or failed to make such
payments or (ii) if the Company shall instead elect to redeem the Debentures, in
whole or in part, in the manner set forth in Section 11.8.

SECTION 11.10.    Interest on Converted Debentures.

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

                                  ARTICLE XII
                            CONVERSION OF DEBENTURES

SECTION 12.1.     Conversion Rights.

                  Subject to and upon compliance with the provisions of this
Article, the Debentures are convertible, at the option of the Holder, at any
time prior to the Conversion Expiration Date, into fully paid and nonassessable
shares of Common Stock of the Company at an initial conversion rate of 1.6207
shares of Common Stock for each $50 in aggregate principal amount of Debentures
(equal to a conversion price of $30.85 principal amount of Debentures per share
of Common Stock, subject to adjustment as described in this Article (as
adjusted, the "Conversion Price")). A Holder of Debentures may convert any
portion of the principal amount of the Debentures into that number of fully paid
and nonassessable shares of Common Stock (calculated as to each conversion to
the nearest 1/100th of a share) obtained by dividing the principal amount of the
Debentures to be converted by the Conversion Price. In case a Debenture or
portion thereof is called for redemption, such conversion right in respect of
the Debenture or portion so called shall expire at the close of business on the
Conversion Expiration Date.

SECTION 12.2.     Conversion Procedures.

                  (a) In order to convert all or a portion of the Debentures,
the Holder thereof shall deliver to the Trustee, as conversion agent or to such
other agent appointed for such purposes (the "Conversion Agent") an irrevocable
Notice of Conversion setting forth the principal amount of Debentures to be
converted, and the name or names, if other than the Holder, in which the shares
of Common Stock should be issued upon conversion together with the Debentures to
be converted, duly endorsed or assigned to the Company or in blank. In addition,
a holder of Trust Securities may exercise its right under the Declaration to
convert such Trust Securities into Common Stock by delivering to the Conversion
Agent an irrevocable Notice of Conversion setting forth the information called
for by the preceding sentence and directing the Conversion Agent (i) to exchange
such Trust Preferred Security for a portion of the Debentures held by the Trust
(at an exchange rate of $50 principal amount at of Debentures for each $50 of
Liquidation Amount of Trust Securities) and (ii) to immediately convert such
Debentures, on behalf of such holder, into Common Stock of the Company pursuant
to this Article and, if such Trust Securities are in definitive form,
surrendering such Trust Securities to the Conversion Agent. So long as the Trust
Securities are outstanding, the Conversion Agent shall not convert any
Debentures except pursuant to a Notice of Conversion delivered to the Conversion
Agent by



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a holder of Trust Securities. If a Notice of Conversion is delivered on or after
a Regular Record Date and prior to the subsequent Interest Payment Date (other
than with respect to a Debenture which has been called for redemption on a date
within such period), the Holder of record on the Regular Record Date will be
entitled to receive the interest paid on the subsequent Interest Payment Date on
the portion of Debentures to be converted notwithstanding the conversion thereof
prior to such Interest Payment Date. Except as otherwise provided in the
immediately preceding sentence, in the case of any Debenture which is converted,
interest whose Stated Maturity is on or after the date of conversion of such
Debenture shall not be payable, and the Company shall not make nor be required
to make any other payment, adjustment or allowance with respect to accrued but
unpaid interest on the Debentures being converted, which shall be deemed to be
paid in full. Each conversion shall be deemed to have been effected immediately
prior to the close of business on the day on which the Notice of Conversion was
received (the "Conversion Date") by the Conversion Agent from the Holder or from
a holder of the Trust Securities effecting a conversion thereof pursuant to its
conversion rights under the Declaration, as the case may be. The Person or
Persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
as of the Conversion Date and such Person or Persons shall cease to be a record
Holder or record Holders of the Debentures on that date. As promptly as
practicable on or after the Conversion Date, the Company shall issue and deliver
at the office of the Conversion Agent, unless otherwise directed by the Holder
in the Notice of Conversion, a certificate or certificates for the number of
full shares of Common Stock issuable upon such conversion, together with the
cash payment, if any, in lieu of any fraction of any share to the Person or
Persons entitled to receive the same. The Conversion Agent shall deliver such
certificate or certificates to such Person or Persons.

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

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

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

                  (e) In effecting the conversion transactions described in this
Section, the Conversion Agent is acting as agent of the holders of Trust
Securities (in the exchange of



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

SECTION 12.3.     Expiration of Conversion Rights.

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

SECTION 12.4.     Conversion Price Adjustments.

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

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

                  (b) In case the Company shall, while any of the Debentures are
Outstanding, issue rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after the record date
mentioned below) to subscribe for or



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purchase shares of Common Stock at a price per share less than the Current
Market Price per share of Common Stock on the record date mentioned below, the
Conversion Price for the Debentures shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the date of issuance of such rights or warrants by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the record date mentioned below, plus
the number of shares which the aggregate offering price of the total number of
shares so offered for subscription or purchase would purchase at such Current
Market Price, and of which the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the record date mentioned
below, plus the number of additional shares of Common Stock offered for
subscription or purchase. Such adjustment shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such rights or warrants. For the purposes of this subsection, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company. In case any rights or warrants referred to in this
subsection in respect of which an adjustment shall have been made shall expire
unexercised, within 45 days after the same shall have been distributed or issued
by the Company, the Conversion Price shall be readjusted at the time of such
expiration to the Conversion Price that would have been in effect if no
adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

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




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                  (d) In case the Company shall pay or make a dividend or other
distribution on its Common Stock exclusively in cash (excluding all (i) regular
quarterly cash dividends that do not exceed the per share amount of the
immediately preceding regular quarterly cash dividend (as adjusted to reflect
any of the events referred to in Sections 12.4(a), 12.4(b) or 12.4(c)) and (ii)
regular quarterly cash dividends if the annualized amount thereof per share of
Common Stock does not exceed 10% of the Current Market Price per share of the
Common Stock on the Trading Day immediately preceding the date of declaration of
such dividend), the Conversion Price shall be reduced so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price reduction
contemplated by this subsection (d) by a fraction, of which the numerator shall
be the Current Market Price per share of the Common Stock on the date fixed for
the payment of such distribution less the amount of cash so distributed
(excluding that portion of such distribution that does not exceed 10% of the
Current Market Price per share, determined as provided above) applicable to one
share of Common Stock and of which the denominator shall be such Current Market
Price per share of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following the date fixed
for the payment of such distribution; provided, however, that in the event the
portion of the cash so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price per share of the Common Stock
on the record date mentioned above (excluding that portion of such distribution
that does not exceed 10% of the Current Market Price per share, determined as
provided above), in lieu of the foregoing adjustment adequate provision shall be
made so that each Holder of Debentures shall have the right to receive upon
conversion the amount of cash such Holder would have received had such Holder
converted such Debenture(s) immediately prior to the record date for the
distribution of the cash (less that portion of such distribution that does not
exceed 10% of the Current Market Price per share, determined as provided above).
In the event that such dividend or distribution is not so paid or made, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such record date had not been fixed.

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



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consideration that does not exceed 110% of the Current Market Price per share of
the Common Stock on the Trading Day next succeeding the Expiration Time) and (y)
the product of the number of shares of Common Stock outstanding (less any
Purchased Shares) at the Expiration Time and the Current Market Price per share
of the Common Stock on the Trading Day next succeeding the Expiration Time, such
reduction to become effective immediately prior to the opening of business on
the day following the Expiration Time. In the event that no shares are validly
accepted in such tender or exchange offer, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such record
date had not been fixed.

                  (f) The Company from time to time may reduce the Conversion
Price by any amount for any period of time if the period is at least 20 days,
the reduction is irrevocable during the period, and the Board of Directors shall
have made a determination that such reduction would be in the best interests of
the Company, which determination shall be conclusive. The Company shall give at
least 15 days' prior notice of such reduction to the Trustee, the Property
Trustee, the Conversion Agent, the holders of the Trust Securities (if the Trust
then holds Debentures) and other Holders of the Debentures.

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

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

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

SECTION 12.5.     Fundamental Change.

                  (a) In the event that the Company is a party to any
transaction (including, without limitation, a merger other than a merger that
does not result in a reclassification, conversion, exchange or cancellation of
Common Stock), consolidation, continuance, sale of all or substantially all of
the assets of the Company, recapitalization or reclassification of Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value or as a result of a subdivision or combination of Common
Stock) or any compulsory share exchange (each of the foregoing being referred to
as a



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"Transaction"), in each case, as a result of which shares of Common Stock shall
be converted into the right to receive, or shall be exchanged for, (i) in the
case of any Transaction other than a Transaction involving a Stock Fundamental
Change (and subject to funds being legally available for such purpose under
applicable law at the time of such conversion), securities, cash or other
property, each Debenture shall thereafter be convertible into the kind and, in
the case of a Transaction which does not involve a Fundamental Change, amount of
securities, cash and other property receivable upon the consummation of such
Transaction by a holder of that number of shares of Common Stock into which a
Debenture was convertible immediately prior to such Transaction, or (ii) in the
case of a Transaction involving a Stock Fundamental Change (and subject to funds
being legally available for such purpose under applicable law at the time of
such conversion), securities, cash or other property, each Debenture shall
thereafter be convertible (in the manner described herein) into Common Stock of
the kind received by holders of Common Stock (but in each case after giving
effect to any adjustment discussed in subsections (b) and (c) relating to a
Fundamental Change if such Transaction constitutes a Fundamental Change). The
Holders of Debentures will have no voting rights with respect to any Transaction
described in this section.

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

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

                  (1) in the case of a Non-Stock Fundamental Change, the
Conversion Price immediately following such Non-Stock Fundamental Change will be
the lower of (A) the Conversion Price in effect immediately prior to such
Non-Stock Fundamental Change (after giving effect to any other prior
adjustments), and (B) the result obtained by multiplying the greater of the
Applicable Price and the then applicable Reference Market Price by a fraction of
which the numerator will be 100 and of which the denominator will be an amount
based upon the date such Non-Stock Fundamental Change occurs. For the 12-month
period beginning February 22, 2000, the denominator used in the immediately
preceding sentence will be 107, and such denominator will decrease by 0.7 during
each successive 12-month period, provided that in no event shall the denominator
be less than 100; and

                  (2) in the case of a Stock Fundamental Change, the Conversion
Price immediately following such Stock Fundamental Change will be the Conversion
Price in effect immediately prior to such Stock Fundamental Change (after giving
effect to any other prior adjustments) as adjusted by multiplying such
Conversion Price by a fraction, of which the numerator will be the Purchaser
Stock Price and of which the denominator will be the Applicable Price; provided,
however, that in the event of a Stock Fundamental Change in which (A) 100% of
the value of the consideration received by a holder of Common Stock is Common
Stock of the successor, acquiror or other third party (and cash, if any, is paid
only with respect to any fractional interests in such Common Stock resulting
from such Stock Fundamental Change) and (B) all of the Common Stock will have
been exchanged for, converted into, or acquired for Common Stock (and cash with
respect to fractional interests) of the successor, acquiror, or other third
party, the Conversion Price immediately following such Stock Fundamental Change
will be



                                       66
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the Conversion Price in effect immediately prior to such Stock Fundamental
Change as adjusted by multiplying such Conversion Price by a fraction, of which
the numerator will be one and the denominator will be the number of shares of
Common Stock of the successor, acquiror or other third party received by a
holder of one share of Common Stock as a result of such Stock Fundamental
Change.

SECTION 12.6.     Notice of Adjustments of Conversion Price.

         Whenever the Conversion Price is adjusted as herein provided:







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

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

SECTION 12.7.     Prior Notice of Certain Events.

         In case:

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

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

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

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

         then the Company, (A) shall if any Trust Securities are outstanding
         under the Declaration, cause to be filed with the transfer agent for
         the Trust Securities, and shall cause to be mailed to the holders of
         record of the Trust Securities, at their last addresses as they shall
         appear upon the transfer books of the Trust or (B) shall cause to be
         mailed to all Holders at their last addresses as they shall appear in
         the Security Register, at least 15 days prior to the applicable record,
         effective or expiration date hereinafter specified, a notice stating
         (x) the date on which a record (if any) is to be taken for the purpose
         of such dividend, distribution, rights or warrants or, if a record is
         not to be taken, the date as of which the holders of Common Stock of
         record to be entitled to such dividend, distribution, rights or
         warrants are to be determined, (y) the date on which such
         reclassification, consolidation, merger, sale, transfer, share
         exchange, dissolution,



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         liquidation or winding up is expected to become effective, and the date
         as of which it is expected that holders of Common Stock of record shall
         be entitled to exchange their shares of Common Stock for securities,
         cash or other property deliverable upon such reclassification,
         consolidation, merger, sale, transfer, share exchange, dissolution,
         liquidation or winding up or (z) the date on which such tender or
         exchange offer (other than an exchange offer contemplated by clause (y)
         above) commenced, the date on which such tender or exchange offer is
         scheduled to expire unless extended, the consideration offered and the
         other material terms thereof (or the material terms of any amendment
         thereto); but no failure to mail such notice or any defect therein or
         in the mailing thereof shall affect the validity of the corporate
         action required to be specified in such notice.

SECTION 12.8.     Dividend Reinvestment and Other Plans.

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

SECTION 12.9.     Certain Additional Rights.

                  In case the Company shall, by dividend or otherwise, declare
or make a distribution on its Common Stock referred to in Section 12.4(c) or
12.4(d) (including, without limitation, dividends or distributions referred to
in the last sentence of Section 12.4(c)), the Holders of the Debentures upon the
conversion thereof subsequent to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution and prior to
the effectiveness of the Conversion Price adjustment in respect of such
distribution, shall also be entitled to receive for each share of Common Stock
into which the Debentures are converted, the portion of the shares of Common
Stock, rights, warrants, evidences of indebtedness, shares of Capital Stock,
cash and assets so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Company with respect to all
Holders so converting, the Company may, in lieu of distributing to such Holder
any portion of such distribution not consisting of cash or securities of the
Company, pay such Holder an amount in cash equal to the fair market value
thereof (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution). If any
conversion of Debentures described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of Common Stock which
the Holder of Debentures so converted is entitled to receive in accordance with
the immediately preceding sentence, the Company may elect (such election to be
evidenced by a Board Resolution) to distribute to such Holder a due bill for the
shares of Common Stock, rights, warrants, evidences of indebtedness, shares of
Capital Stock, cash or assets to which such Holder is so entitled, provided,
that such due bill (i) meets any applicable requirements of the principal
national securities exchange or other market on which the Common Stock is then
traded and (ii) requires payment or delivery of such shares of Common Stock,
rights, warrants, evidences of indebtedness, shares of Capital Stock, cash or



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assets no later than the date of payment or delivery thereof to holders of
shares of Common Stock receiving such distribution.

SECTION 12.10.    Reservation of Common Stock; Taxes.

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

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

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

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

                  Neither the Trustee nor any Conversion Agent shall at any time
be under any duty or responsibility to any Holder of any Debenture to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, or whether any indenture supplemental
hereto needs be entered into. Neither the Trustee nor any Conversion Agent shall
be accountable with respect to the validity or value (or the kind or amount) of
any shares of Common Stock or of any securities or property, which may at any
time be issued or delivered upon the conversion of any Debenture; and neither
the Trustee nor any Conversion Agent makes any representation with respect
thereto. Neither the Trustee nor any Conversion Agent shall be



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responsible for any failure of the Company to made any cash payment or to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property upon the surrender of any Debenture for the purpose of
conversion. All Debentures delivered for conversion shall be delivered to the
Trustee to be canceled by or at the discretion of the Trustee, which shall
dispose of the same as provided in Section 3.9.

SECTION 12.12.    Conversion Not Permitted in Violation of U.S. Shipping Act.

                  Notwithstanding any provision to the contrary contained in
this Indenture, the Conversion Agent shall not convert any Debentures if, after
giving effect to such conversion, in excess of 25% the Common Stock of the
Company would be owned by Persons who are not citizens of the United States or
the Company would otherwise be in violation of the restriction on ownership of
the Company's securities by Persons who are not citizens of the United States
contained in the U.S. Shipping Act, 1916, and all amendments thereto as codified
in 46 U.S.C. ss.ss. 801, et.seq. and all regulations promulgated thereunder. The
Company will provide the Conversion Agent with notice at any time when the
conversion of any or all outstanding Debentures would not be permitted pursuant
to this Section 12.12. If Debentures which a Holder desires to convert may not
be converted pursuant to this Section 12.12, the Conversion Agent shall give
notice to such Holder of such fact and such Debentures shall not be converted
into Common Stock. The Conversion Agent shall give such Holder notice at such
time as the Debentures proposed to be converted by such Holder may be converted
pursuant to this Section 12.12.

                                  ARTICLE XIII
                           SUBORDINATION OF DEBENTURES

SECTION 13.1.     Agreement to Subordinate.

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

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

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



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

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

                  (c) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or the
Holders of the Debentures before all Senior Debt is paid in full, such payment
or distribution shall be paid over to the holders of such Senior Debt or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Debt may
have been issued, ratably as aforesaid, for application to the payment of all
Senior Debt remaining unpaid until all such Senior Debt shall have been paid in
full, after giving effect to any concurrent payment or distribution to the
holders of such Senior Debt.

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



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Trustee shall be entitled to conclusively rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon, and all other facts pertinent thereto or to this Article
XIII.

                  The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Debt. The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of Holders of
Debentures or the Company moneys or assets to which any holder of Senior Debt
shall be entitled by virtue of this Article XIII. With respect to the holders of
Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Debt shall be
read into this Indenture against the Trustee. The rights and claims of the
Trustee under Section 6.7 shall not be subject to the provisions of this Article
XIII.

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

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

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

SECTION 13.4.     Payments on Debentures Permitted.

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

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

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




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SECTION 13.6.     Notices to Trustee.

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee located at the Corporate Trust Office of the Trustee of
any fact known to the Company which would prevent the making of any payment to
or by the Trustee in respect of the Debentures. Notwithstanding the provisions
of this Article XIII or any other provisions of this Indenture, neither the
Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Debt or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Company or from the holder of any Senior Debt or from the trustee for
or representative of any Senior Debt together with proof satisfactory to the
Trustee of such holding of Senior Debt or of the authority of such trustee or
representative; provided, however, that if at least two Business Days prior to
the date upon which by the terms hereof any such moneys may become payable for
any purpose (including, without limitation, the payment of the principal,
premium, interest, of or on any Debenture, or any interest thereon) or the date
on which the Trustee shall execute an instrument acknowledging satisfaction and
discharge of this Indenture, the Trustee shall not have received with respect to
such moneys or the moneys deposited with it as a condition to such satisfaction
and discharge the notice provided for in this Section 13.6, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary, which may be received by it on or after such two Business Days prior
to such date. The Trustee shall be entitled to conclusively rely on the delivery
to it of a written notice by a person representing himself to be a holder of
Senior Debt (or a trustee or representative on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Debt or a
trustee or representative on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article Fourteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article XIII and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 13.7.     Trustee as Holder of Senior Debt.

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

SECTION 13.8.     Modification of Terms of Senior Debt.

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



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

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

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












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

                                           AMERICAN CLASSIC VOYAGES CO.


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

                                           THE BANK OF NEW YORK


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


                          EXHIBIT A: FORM OF DEBENTURE
                          ----------------------------

CUSIP No. 024-928-AA1

                  UNDER CERTAIN CIRCUMSTANCES THIS DEBENTURE IS CONVERTIBLE INTO
COMMON STOCK OF AMERICAN CLASSIC VOYAGES CO. (THE "COMPANY"). THE COMPANY
OPERATES CERTAIN VESSELS IN THE UNITED STATES COASTWISE TRADES IN COMPLIANCE
WITH THE SHIPPING ACT OF 1916, AS AMENDED ("SHIPPING ACT"). THE SHIPPING ACT
REQUIRES THAT NOT MORE THAN 25% OF THE COMPANY'S CAPITAL STOCK MAY BE OWNED OR
CONTROLLED BY FOREIGN CITIZENS, AS SUCH TERM IS DEFINED BELOW. A "FOREIGN
CITIZEN" IS ANY PERSON (INCLUDING AN INDIVIDUAL, A PARTNERSHIP, A CORPORATION,
OR AN ASSOCIATION) WHO IS NOT A UNITED STATES CITIZEN. FOR THE PURPOSES HEREOF,
A UNITED STATES CITIZEN IS DEFINED AS FOLLOWS: (1) AN INDIVIDUAL IS A UNITED
STATES CITIZEN IF SUCH INDIVIDUAL IS SO CHARACTERIZED UNDER THE LAWS OF THE
UNITED STATES, (2) A PARTNERSHIP IS A UNITED STATES CITIZEN IF ALL ITS GENERAL
PARTNERS ARE UNITED STATES CITIZENS, AND AT LEAST 75% OF THE EQUITY INTEREST IN
THE PARTNERSHIP IS OWNED BY UNITED STATES CITIZENS, (3) AN ASSOCIATION IS A
UNITED STATES CITIZEN IF EACH OF ITS MEMBERS IS A UNITED STATES CITIZEN, (4) A
TRUST IS A UNITED STATES CITIZEN IF EACH OF ITS TRUSTEES IS A UNITED STATES
CITIZEN, EACH BENEFICIARY WITH AN ENFORCEABLE INTEREST IN THE TRUST IS A UNITED
STATES CITIZEN, AND AT LEAST 75% OF THE EQUITY INTEREST IN THE TRUST IS OWNED BY
UNITED STATES CITIZENS, (5) A CORPORATION IS A UNITED STATES CITIZEN IF (A) IT
IS ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE,
TERRITORY, DISTRICT, OR POSSESSION THEREOF, (B) ITS PRESIDENT OR OTHER CHIEF
EXECUTIVE OFFICER AND THE CHAIRMAN OF ITS BOARD OF DIRECTORS ARE UNITED STATES
CITIZENS, (C) NO MORE OF ITS DIRECTORS THAN A MINORITY OF THE NUMBER NECESSARY
TO CONSTITUTE A QUORUM ARE INDIVIDUALS WHO ARE NOT UNITED STATES CITIZENS, (D)
75% OR MORE OF ITS ISSUED AND OUTSTANDING CAPITAL STOCK, AND, IF IT IS A
SUBSIDIARY, 75% OR MORE OF THE ISSUED AND OUTSTANDING CAPITAL



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STOCK OF EACH OF ITS CORPORATE PARENTS INCLUDING THE ULTIMATE CORPORATE PARENT,
IS REGISTERED IN THE NAME OF AND BENEFICIALLY OWNED AND CONTROLLED BY UNITED
STATES CITIZENS, AND (E) BY NO MEANS WHATSOEVER IS CONTROL OF THE COMPANY
CONFIRMED UPON OR PERMITTED TO BE EXERCISED BY ANY PERSON WHO IS NOT A UNITED
STATES CITIZEN.

                  UNDER THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE
COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY IS AUTHORIZED TO ESTABLISH, FROM
TIME TO TIME, AS A CONDITION TO THE ISSUANCE OR TRANSFER OF SHARES OF THE
COMPANY TO OR FOR THE BENEFIT OF A FOREIGN CITIZEN, THE MINIMUM PERCENTAGE OF
THE TOTAL OUTSTANDING SHARES OF THE COMPANY WHICH SHALL BE OWNED BY UNITED
STATES CITIZENS, WHICH MINIMUM PERCENTAGE MAY, IN THE DISCRETION OF THE BOARD OF
DIRECTORS, EXCEED THE MINIMUM PERCENTAGE REQUIRED BY THE SHIPPING ACT.

                  NO PROPOSED CONVERSION OF DEBENTURES SHALL BE MADE IF THE
STOCK RECORDS OF THE COMPANY DISCLOSE IMMEDIATELY PRIOR TO THE TIME OF SUCH
PROPOSED CONVERSION THAT (1) THE MINIMUM PERCENTAGE OF OUTSTANDING SHARES OF
VOTING STOCK OF ANY CLASS OF THE COMPANY ALLOWED TO BE OWNED BY FOREIGN CITIZENS
HAS BEEN MET OR HAS BEEN EXCEEDED, OR (2) THE MAXIMUM PERCENTAGE OF OUTSTANDING
SHARES OF VOTING STOCK OF ANY CLASS OF THE COMPANY ALLOWED TO BE OWNED BY
FOREIGN CITIZENS WOULD BE EXCEEDED AS A RESULT OF SUCH PROPOSED CONVERSION.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF DEBENTURES, UPON
REQUEST AND WITHOUT CHARGE, COPIES OF THE APPLICABLE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION, BY-LAWS, AND ANY APPLICABLE RESOLUTIONS OF THE
BOARD OF DIRECTORS ADOPTED FOR THE PURPOSE OF IMPLEMENTING THE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION OR BY-LAWS NOTED ABOVE. ANY SUCH REQUEST MAY BE
ADDRESSED TO THE SECRETARY OF THE COMPANY.

                          AMERICAN CLASSIC VOYAGES CO.

                 7% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2015

                  AMERICAN CLASSIC VOYAGES CO., a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to The Bank
of New York, as Property Trustee for the AMCV Capital Trust I, or registered
assigns, the principal sum of One Hundred and Three Million Ninety Two Thousand
Eight Hundred Dollars ($103,092,800) (or such greater or lesser principal sums
as shall be noted on the Schedule attached hereto) on February 15, 2015 and to
pay interest on said principal sum from February 22, 2000 or from the most
recent interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on February 15, May 15, August 15 and
November 15 of each year, commencing May 15, 2000,



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at the rate 7% per annum plus Additional Interest (as defined herein) and
Additional Sums (as defined in Section 1.1 of the Indenture) if any, until the
principal hereof shall have become due and payable, and on any overdue
principal. The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on this Debenture is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any interest or other payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable. A "Business Day" shall mean any day
other than a day on which banking institutions in the City of New York are
authorized or required by law or executive order to close. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Debenture (or one or more Predecessor Debentures, as defined
in the Indenture) is registered at the close of business on the Regular Record
Date for such interest installment, which shall be the close of business on the
first day of the month of such Interest Payment Date. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Debenture (or one or more Predecessor Debentures)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of Debentures not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

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



                                       78
   79


an Extension Period. For so long as the Property Trustee is the sole Holder of
this Debenture, the Company shall give the Holder of this Debenture and the
Trustee notice of its selection of an Extension Period at least one Business Day
prior to the earlier of (i) the Interest Payment Date and (ii) the date that the
administrative trustees of the Trust are required to give notice to the Nasdaq
Stock Market or other applicable self-regulatory organization or to holders of
the Trust Securities of the record date or the date distributions by such Trust
are payable, but in any event not less than one Business Day prior to such
record date. If the Property Trustee is not the sole Holder of this Debenture,
the Company shall give the Holders of this Debenture and the Trustee notice of
its selection of an Extension Period at least ten Business Days prior to the
earlier of (i) the Interest Payment Date and (ii) the date that the
administrative trustees of the Trust are required to give notice to the Nasdaq
Stock Market or other applicable self-regulatory organization or to holders of
the Trust Securities of the record date or the date distributions by such Trust
are payable, but in any event not less than one Business Day prior to such
record date.

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

                  The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Debt, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

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

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




                                       79
   80

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

Dated:

                                            AMERICAN CLASSIC VOYAGES CO.


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











                                       80
   81


                          CERTIFICATE OF AUTHENTICATION

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

                                          THE BANK OF NEW YORK, as Trustee


                                          By:
                                             -------------------------------
                                                  Authorized Signatory













                                       81
   82

                             [Reverse of Debenture]

                  This Debenture is one of a duly authorized issue of debt
securities of the Company, designated as its 7% Subordinated Convertible
Debentures Due 2015 (herein called the "Debentures"), limited in aggregate
principal amount to (a) $103,092,800 plus (b) such additional aggregate
principal amount (which may not exceed $15,463,950 principal amount) of
Debentures as shall be purchased in connection with the exercise by the
Underwriters of the over-allotment option pursuant to the Underwriting
Agreement, issued under a Junior Convertible Subordinated Indenture, dated as of
February 22, 2000, (the "Indenture"), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Debentures, and of the terms upon which the
securities are, and are to be, authenticated and delivered.

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

                  The Company shall have the right to redeem this Debenture, at
the option of the Company, upon not less than 30 nor more than 60 days' notice,
without premium (other than the premium included in the redemption price) or
penalty, in whole or in part at any time on or after February 19, 2003 (an
"Optional Redemption") at the redemption prices specified below, expressed as
percentages of the principal amount if redeemed during the 12-month period
beginning on each of dates set forth below:

                  Date                                                Percentage

         February 19, 2003.........................................    104.90%
         February 15, 2004.........................................    104.20%
         February 15, 2005.........................................    103.50%
         February 15, 2006.........................................    102.80%
         February 15, 2007.........................................    102.10%
         February 15, 2008.........................................    101.40%
         February 15, 2009.........................................    100.70%
         February 15, 2010 and thereafter..........................    100.00%

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

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

                  So long as the corresponding Trust Securities are
outstanding, the proceeds from the redemption of any of the Debentures will be
used by the Property Trustee to redeem



                                       82
   83


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

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

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

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

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

                    The Holder of this Debenture has the right, exercisable at
any time through the close of business (New York time) on the Business Day
immediately preceding the maturity of the Debentures (or, in the case of this
Debenture being called for redemption, prior to the close of business on the
Business Day prior to the corresponding redemption date), to convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$1,000) into shares of Common Stock at the initial conversion rate of 1.6207
shares of Common Stock for each $50 in aggregate principal amount of the
Debenture (equivalent to a Conversion Price of $30.85 per share of Common
Stock), subject to adjustment under certain circumstances. To convert this
Debenture, the Holder hereof must (a) complete and sign a notice of conversion
substantially in the form attached hereto, (b) surrender this Debenture to a
Conversion Agent, (c) furnish appropriate endorsements or transfer documents if
required by the Conversion Agent and (d) pay any transfer or similar tax, if
required.

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

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




                                       83
   84


therein provided, the Holders of a majority in principal amount of the
Debentures then Outstanding to waive defaults under the Indenture with respect
to the Debentures and their consequences. Any such consent or waiver by the
Holder of this Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture issued upon the
registration of transfer thereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debenture.

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

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

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

                    The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debentures are exchangeable for a like aggregate principal amount of Debentures
of a different authorized denomination, as requested by the Holder surrendering
the same.

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

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



                                       84
   85


expressly waived and released by the acceptance hereof and as a condition of,
and as part of the consideration for, the issuance of the Debentures and the
execution of the Indenture.

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





















                                       85
   86

                                 ASSIGNMENT FORM

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

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

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

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

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

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

Date:
      ---------------------------

                                   SIGNATURES

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

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

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





                                       86
   87

                          FORM OF NOTICE OF CONVERSION

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

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

   Date:
         -------------------------
         in whole
                 ------------
         in part
                -------------

                          Portions of Debenture to be converted ($1,000 or
                          integral multiples thereof):
                          $
                           ---------------------------------------

                          Signature (for conversion only)

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


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

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

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

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

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

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

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



                                       87
   88

                                    SCHEDULE

         The notations on the following table evidence decreases in the
principal sum of this Debenture resulting from conversions or increases
resulting from the exercise of the Over-Allotment Option. As used herein, the
term "Over-Allotment Option" means that certain option to purchase up to 300,000
additional Trust Preferred Securities granted by the Trust to the Underwriters
pursuant to the Underwriting Agreement, dated February 15, 2000, among the
Company, the Trust and the Underwriters (as defined in the Indenture).



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























                                       88

EX-4.2

   1
                                                                  EXHIBIT 4.2

      =====================================================================


                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                      AMONG

                          AMERICAN CLASSIC VOYAGES CO.

                                   AS SPONSOR,

                              THE BANK OF NEW YORK

                              AS PROPERTY TRUSTEE,

                        THE BANK OF NEW YORK (DELAWARE),

                              AS DELAWARE TRUSTEE,

                                       AND

                           THE ADMINISTRATIVE TRUSTEES

                                  NAMED HEREIN,

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

                          DATED AS OF FEBRUARY 22, 2000

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

                              AMCV CAPITAL TRUST I

      =====================================================================




   2


                             CROSS-REFERENCE TABLE*

Section of Trust Indenture Act                                   Section of
of 1939, as amended                                              Declaration

310   (a)..............................................................6.3(a)
      (c)........................................................Inapplicable
311   (c)........................................................Inapplicable
312   (a)..............................................................2.2(a)
      (b)..............................................................2.2(b)
313   ....................................................................2.3
314   (a).................................................................2.4
      (b)........................................................Inapplicable
      (c).................................................................2.5
      (d)........................................................Inapplicable
      (f)........................................................Inapplicable
315   (a)..............................................................3.9(b)
      (c)..............................................................3.9(a)
      (d).................................................................3.9
316   (a).................................................................8.2
      (c)..............................................................3.6(e)


*     This Cross-Reference Table does not constitute part of the Declaration
      and shall not affect the interpretation of any of its terms or
      provisions.

   3



                                TABLE OF CONTENTS



ARTICLE I
                                                                            

         INTERPRETATION AND DEFINITIONS..........................................1

SECTION 1.1    Definitions.......................................................1

ARTICLE II

         TRUST INDENTURE ACT....................................................12

SECTION 2.1    Trust Indenture Act; Application.................................12

SECTION 2.2    Lists of Holders of Trust Securities.............................13

SECTION 2.3    Reports by the Property Trustee..................................13

SECTION 2.4    Periodic Reports to Property Trustee.............................13

SECTION 2.5    Evidence of Compliance with Conditions Precedent.................13

SECTION 2.6    Trust Enforcement Events; Waiver.................................14

SECTION 2.7    Trust Enforcement Event; Notice..................................15

ARTICLE III

         ORGANIZATION...........................................................16

SECTION 3.1     Name............................................................16

SECTION 3.2     Office..........................................................16

SECTION 3.3     Purpose.........................................................16

SECTION 3.4     Authority.......................................................16

SECTION 3.5     Title to Property of the Trust..................................16

SECTION 3.6     Powers and Duties of the Administrative Trustees................17

SECTION 3.7     Prohibition of Actions by the Trust and the Trustees............19

SECTION 3.8     Powers and Duties of the Property Trustee.......................20



                                       i


   4




                                                                            

SECTION 3.9     Certain Duties and Responsibilities of the Property Trustee.....22

SECTION 3.10    Certain Rights of the Property Trustee..........................23

SECTION 3.11    Delaware Trustee................................................26

SECTION 3.12    Execution of Documents..........................................26

SECTION 3.13    Not Responsible for Recitals or Issuance of Trust Securities....26

SECTION 3.14    Duration of Trust...............................................27

SECTION 3.15    Mergers.........................................................27

SECTION 3.16    Compensation....................................................28

ARTICLE IV

         SPONSOR................................................................29

SECTION 4.1     Responsibilities of the Sponsor.................................29

SECTION 4.2     Indemnification and Expenses of the Trustee.....................30

ARTICLE V

         TRUST COMMON SECURITIES HOLDER.........................................30

SECTION 5.1     Company's Purchase of Trust Common Securities...................30

SECTION 5.2     Covenants of the Trust Common Securities Holder.................30

ARTICLE VI

         TRUSTEES...............................................................31

SECTION 6.1     Number of Trustees..............................................31

SECTION 6.2     Delaware Trustee................................................31

SECTION 6.3     Property Trustee; Eligibility...................................31

SECTION 6.4     Qualifications of Administrative Trustees and
                Delaware Trustee Generally......................................32

SECTION 6.5     Administrative Trustees.........................................32

SECTION 6.6     Delaware Trustee................................................33




                                       ii

   5




                                                                            

SECTION 6.7     Appointment, Removal and Resignation of Trustees................33

SECTION 6.8     Vacancies among Trustees........................................35

SECTION 6.9     Effect of Vacancies.............................................35

SECTION 6.10    Meetings........................................................35

SECTION 6.11    Delegation of Power.............................................36

SECTION 6.12    Merger, Conversion, Consolidation or Succession to business.....36

ARTICLE VII

         DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION........................36

SECTION 7.1     Distributions...................................................36

SECTION 7.2     Redemption......................................................38

SECTION 7.3     Conversion......................................................41

SECTION 7.4     Trust Special Event Exchange or Redemption......................44

SECTION 7.5     Payment Procedures..............................................46

SECTION 7.6     Tax Reporting, Etc..............................................46

SECTION 7.7     Payment of Additional Sums by the Property Trustee..............46

SECTION 7.8     Payments under Indenture........................................46

ARTICLE VIII

         ISSUANCE OF TRUST SECURITIES...........................................47

SECTION 8.1     Designation and General Provisions Regarding Trust Securities...47

SECTION 8.2     Voting Rights of Trust Preferred Securities.....................49

SECTION 8.3     Voting Rights of Trust Common Securities........................51

SECTION 8.4     Paying Agent....................................................52

SECTION 8.5     Listing.........................................................53

SECTION 8.6     Acceptance of Trust Guarantees..................................53



                                      iii

   6



                                                                            

ARTICLE IX

         DISSOLUTION AND LIQUIDATION OF THE TRUST...............................53

SECTION 9.1     Dissolution of Trust............................................53

SECTION 9.2     Liquidation Distribution Upon Dissolution of the Trust..........54

ARTICLE X

         TRANSFER OF INTERESTS..................................................55

SECTION 10.1    Transfer and Exchange of Trust Securities.......................55

SECTION 10.2    Transfer of Certificates........................................55

SECTION 10.3    Deemed Security Holders.........................................56

SECTION 10.4    Book Entry Interests............................................56

SECTION 10.5    Notices to Clearing Agency......................................57

SECTION 10.6    Appointment of Successor Clearing Agency........................57

SECTION 10.7    Definitive Trust Preferred Security Certificates................57

SECTION 10.8    Mutilated, Destroyed, Lost or Stolen Certificates...............58

SECTION 10.9    Cancellation....................................................58

SECTION 10.10   Appointment of Registrar and Transfer Agent.....................59

SECTION 10.11   Legends on Certificates. The Non U.S. Citizen Global Certificate
and any Definitive Trust Preferred Security Certificates held by a Holder who is
not a Citizen of the United States shall been the following legend:.............59

ARTICLE XI

         LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES
         TRUSTEES OR OTHERS.....................................................60

SECTION 11.1    Liability.......................................................60

SECTION 11.2    Exculpation.....................................................61

SECTION 11.3    Fiduciary Duty..................................................61

SECTION 11.4    Indemnification.................................................62


                                       iv

   7



                                                                            

SECTION 11.5    Outside Businesses..............................................65

ARTICLE XII

         ACCOUNTING.............................................................65

SECTION 12.1    Fiscal Year.....................................................66

SECTION 12.2    Certain Accounting Matters......................................66

SECTION 12.3    Banking.........................................................66

SECTION 12.4    Withholding.....................................................66

ARTICLE XIII

         AMENDMENTS AND MEETINGS................................................67

SECTION 13.1    Amendments......................................................67

SECTION 13.2    Meetings of the Holders of Trust Securities; Action by
                Written Consent.................................................69

ARTICLE XIV

         REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE...............71

SECTION 14.1    Representations and Warranties of Property Trustee..............71

SECTION 14.2    Representations and Warranties of Delaware Trustee..............71

ARTICLE XV

         MISCELLANEOUS..........................................................72

SECTION 15.1    Notices.........................................................72

SECTION 15.2    Governing Law...................................................73

SECTION 15.3    Intention of the Parties........................................74

SECTION 15.4    SECTION 15.4 Acceptance of Terms of Declaration, Trust Guarantees
                and Subordinated Indenture......................................74

SECTION 15.5    Headings........................................................74

SECTION 15.6    Successors and Assigns..........................................74



                                       v

   8



                                                                            

SECTION 15.7    Partial Enforceability..........................................74

SECTION 15.8    Counterparts....................................................75

SECTION 15.9    Consolidations and Mergers......................................75




                                       vi
   9


                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                              AMCV CAPITAL TRUST I

     AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration"), dated and
effective as of February 22, 2000, by the Trustees (as defined herein), by the
Sponsor (as defined herein) and by the several Holders (as defined herein), from
time to time, of undivided beneficial interests in the assets of the Trust (as
defined herein) to be issued pursuant to this Declaration.

                                R E C I T A L S:

     WHEREAS, certain of the Trustees and the Sponsor declared and established
the AMCV CAPITAL TRUST I (the "Trust"), a trust under the Business Trust Act (as
defined herein), pursuant to a Declaration of Trust dated as of January 12, 2000
(the "Original Declaration") and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on January 12, 2000, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in the
Subordinated Debentures (as defined herein); and

     WHEREAS, all of the Trustees and the Sponsor, by this Declaration, desire
to amend and restate in its entirety each and every term and provision of the
Original Declaration;

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the Holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1 Definitions.

     For all purposes of this Declaration, unless the context otherwise
requires:

     Capitalized terms used in this Declaration but not defined in the preamble
above have the respective meanings assigned to them in this Section 1.1;

     a term defined anywhere in this Declaration has the same meaning
throughout;


   10


     all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

     all references in this Declaration to Articles and Sections and Exhibits
are to Articles and Sections and Exhibits to this Declaration unless otherwise
specified;

     a term defined in the Trust Indenture Act has the same meaning when used in
this Declaration unless otherwise defined in this Declaration or unless the
context otherwise requires; and

     a reference to the singular includes the plural and vice versa;

     all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles which are generally accepted at the date or time of such computation;
and

     each reference herein to a rule or form of the Commission shall mean such
rule or form and any rule or form successor thereto, in each case as amended
from time to time.

     "Additional Amount" means, with respect to the Trust Securities, the amount
of Additional Interest (as defined in the Subordinated Indenture) paid by the
Sponsor on the Subordinated Debentures.

     "Additional Sums" means, with respect to the Trust Securities, the
additional amounts as may be necessary in order that the amount of Distributions
then due and payable by the Trust on the outstanding Trust Preferred Securities
and Trust Common Securities shall not be

reduced as a result of any additional taxes, duties and governmental charges to
which the Trust has become subject.

     "Administrative Trustee" has the meaning set forth in Section 6.1(b)
hereof.

     "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 Sponsor shall not be deemed to
include the Trust.

     "Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

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

     "Book Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as set forth in Section 10.4 of this Declaration.




                                       2
   11


     "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.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. Sections 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Certificate" means a Trust Common Security Certificate or a Trust
Preferred Security Certificate.

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

     "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depository for the
Trust Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of beneficial interests in the Trust
Preferred Securities.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Clearing Agency
effects book entry transfers and pledges of interest in securities deposited
with the Clearing Agency.

     "Closing Date" means the first Time of Delivery (as defined in the
Underwriting Agreement), which date is also the date of execution and delivery
of this Declaration.

     "Closing Price" means, with respect to any shares of capital stock, on any
day the reported last sale price on such day or, in case no sale takes place on
such day, the average of the reported closing bid and asked prices in each on
the principal national securities exchange or quotation system on which such
capital stock is listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange or quotation system, the average of
the closing bid and asked prices of such capital stock in the over-the-counter
market on the day in question as reported by the National Quotation Bureau
Incorporated, or a similar generally accepted reporting service, or, if not so
available in such manner, as furnished by the NASD member firm selected from
time to time by the Board of Directors for that purpose or, if not so available
in such manner, as otherwise determined in good faith by the Board of Directors.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

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



                                       3
   12

     "Common Security Holder of the Trust" means the Company in its capacity as
Holder of the Trust Common Securities.

     "Common Stock" includes any stock of any class of any Person which has no
preference in respect of dividends or amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of such Person
and which is not subject to redemption by such Person.

     "Company" means American Classic Voyages Co., and any successor to such
entity by merger, consolidation or similar transaction.

     "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, director, shareholder, member,
partner, employee, representative or agent of the Trust or its Affiliates.

     "Compounded Distributions" has the meaning set forth in Section 7.1(a).

     "Conversion Agent" has the meaning specified in Section 7.3. "Conversion
Date" has the meaning specified in Section 7.3.

     "Conversion Expiration Date" means the close of business on the Business
Day prior to the maturity date of the Subordinated Debentures, or in the case of
Trust Preferred Securities called for redemption, the close of business on the
Business Day prior to the Debenture Redemption Date.

     "Conversion Price" has the meaning specified in Section 7.3.

     "Corporate Trust Office" means the principal corporate trust office of the
Property 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: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Trust Securities.

     "Current Market Price," with respect to the Common Stock of the Sponsor,
means the average of last reported sale price, regular way, for the 10 Trading
Days ending on the date of determination, or, if no sale takes place on any such
day, the average of the reported closing bid and asked prices on such day(s),
regular way, in either case as reported on the principal national securities
exchange or quotation system on which such Common Stock is listed or admitted to
trading, or, if not listed or admitted to trading or quoted on any national
securities exchange or quotation system, the average closing bid and asked
prices of such Common Stock in the over-the-counter market for the 10 Trading
Days in question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or, if not so




                                        4
   13

available in such manner, as furnished by any member firm of the National
Association of Securities Dealers, Inc. selected from time to time by the Board
of Directors for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors. As used herein,
the term "Trading Day" shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted to trading
is open for the transaction of business or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, a Business Day.

     "Debenture Event of Default" means an "Event of Default" as defined in the
Subordinated Indenture.

     "Debenture Redemption Date" means, with respect to any Subordinated
Debentures to be redeemed under the Subordinated Indenture, the date fixed for
redemption under the Subordinated Indenture.

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

     "Definitive Trust Preferred Security Certificates" has the meaning set
forth in Section 10.4 of this Declaration.

     "Delaware Trustee" has the meaning set forth in Section 6.2 of this
Declaration.

     "DGCL" means the General Corporation Law of the State of Delaware.

     "Distributions" has the meaning set forth in Section 7.1(a) of this
Declaration.

     "DTC" means The Depository Trust Company, the initial Clearing Agency.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 11.4(b)
of this Declaration.

     "Fiscal Period" means a calendar quarter ending on March 31, June 30,
September 30 and December 31 of any Fiscal Year.

     "Fiscal Year" has the meaning set forth in Section 12.1 of this
Declaration.

     "Global Certificate" has the meaning set forth in Section 10.4 of this
Declaration.


                                       5
   14


     "Holder" means a Person in whose name a Certificate representing a Trust
Security or Trust Securities is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.

     "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

     "Investment Company" means an investment company as defined in the 1940
Act.

     "Legal Action" has the meaning set forth in Section 3.6(h) of this
Declaration.

     "List of Holders" has the meaning set forth in Section 2.2(a) of this
Declaration.

     "Liquidation Amount" means an amount with respect to the assets of the
Trust equal to $50 per Trust Security.

     "Majority in Liquidation Amount of the Trust Securities" means, except as
provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common Securities voting
separately as a class, who are the record owners of more than 50% of the
aggregate Liquidation Amount of all outstanding Trust Securities of the relevant
class.

     "Ministerial Action" means, a ministerial action (such as filing a form or
making an election or pursuing some other similar reasonable measure) which in
the sole judgment of the Company has or will cause no adverse effect on the
Trust, the Company or the holders of the Trust Securities and will involve no
material cost.

     "Nasdaq" means the National Association of Securities Dealers Automated
Quotation System.

     "Notice of Conversion" means the notice given by a Holder of Trust
Securities to the Conversion Agent directing the Conversion Agent to exchange
such Trust Security for Subordinated Debentures and to convert such Subordinated
Debentures into Common Stock of the Company on behalf of such Holder. The form
of such notice is included in the Trust Common Securities Certificate and Trust
Preferred Securities Certificate or, with respect to Trust Securities evidenced
by Book-Entry Interests only, substantially in the form set forth in Exhibit B.

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

     "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



                                        6
   15

Person. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Declaration shall include:\

          (a) a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions 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.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Sponsor, and who may be an
employee of any thereof, and who shall be acceptable to the Property Trustee.
Any Opinion of Counsel delivered with respect to compliance with a condition or
covenant provided for in this Declaration shall include:

          (a) a statement that each individual signing the Opinion of Counsel
     has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each individual in rendering the Opinion of
     Counsel;

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

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

          "Optional Redemption Price" means, except as set forth below, with
respect to the Trust Preferred Securities, the following percentages of the
Liquidation Amounts thereof, and accumulated and unpaid Distributions, if any,
to the date fixed for redemption if redeemed during the 12-month periods
commencing on each of the dates set forth below:

         Date                                                     Percentage

         February 19, 2003......................................   104.90%
         February 15, 2004......................................   104.20%
         February 15, 2005......................................   103.50%
         February 15, 2006......................................   102.80%
         February 15, 2007......................................   102.10%



                                       7
   16

         February 15, 2008......................................   101.40%
         February 15, 2009......................................   100.70%
         February 15, 2010 and thereafter.......................   100.00%


     In the event of a redemption of Trust Securities upon the occurrence or
continuance of a Trust Tax Event, Trust Securities shall be redeemed at the
Optional Redemption Price of $50 per Trust Security and all accumulated and
unpaid Distributions, if any, to the date fixed for redemption.

     In the event of a redemption of Trust Securities pursuant to Section
7.2(a), Trust Securities shall be redeemed at the redemption price specified
therein.

     "Over-Allotment Option" means the option granted by the Trust to the
several underwriters to purchase up to 300,000 additional Trust Preferred
Securities solely to cover over-allotments pursuant to the Underwriting
Agreement.

     "Payment Amount" has the meaning set forth in Section 7.1(a) of this
Declaration.

     "Paying Agent" has the meaning set forth in Section 3.8(g) of this
Declaration.

     "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.

     "Property Account" has the meaning set forth in Section 3.8(c) of this
Declaration.

     "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.3 of this Declaration.

     "Pro Rata" means, in reference to any distributions on or redemptions of
Trust Securities or the distribution of Subordinated Debentures or any other
payment with respect to Trust Securities in connection with a Trust Special
Event or liquidation of the Trust, pro rata to each Holder of Trust Securities
according to the aggregate Liquidation Amount of the Trust Securities held by
the relevant Holder in relation to the aggregate Liquidation Amount of all Trust
Securities outstanding. In any proration in connection with a redemption, the
Property Trustee may make such adjustments as may be appropriate in order that
only Trust Securities in authorized denominations shall be redeemed.

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Redemption Date" means with respect to any Trust Security to be redeemed,
each Debenture Redemption Date.


                                       8
   17

     "Redemption Price" means, with respect to any Trust Security, $50 per Trust
Security, plus accumulated and unpaid Distributions (including any Additional
Sums and unpaid Additional Amounts) to the date of redemption.

     "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any Person that owns, directly or
indirectly, 10% of the outstanding voting securities of the Sponsor.

     "Responsible Officer" means, when used with respect to the Property
Trustee, any officer within the corporate trust department of the Property
Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other office of the
Property 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 Declaration.

     "Rule 3a-5" means Rule 3a-5 under the 1940 Act.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Sponsor" means the Company or any successor entity in a merger,
consolidation or amalgamation, in its capacity as sponsor of the Trust.

     "Subordinated Debenture Trustee" means the "Trustee," as defined in the
Subordinated Indenture, initially The Bank of New York.

     "Subordinated Debentures" means up to $103,092,800 aggregate principal
amount ($118,556,750 aggregate principal amount if the Over-Allotment Option is
exercised in full) of the Sponsor's 7% Convertible Subordinated Debentures due
2015 issued or to be issued pursuant to the Subordinated Indenture.

     "Subordinated Indenture" means the Junior Convertible Subordinated
Indenture, dated as of February 22, 2000, between the Sponsor and the
Subordinated Debenture Trustee, as trustee, as amended or supplemented from time
to time.

     "Successor Common Securities" has the meaning set forth in Section
3.15(b)(vii) of this Declaration.

     "Successor Delaware Trustee" has the meaning set forth in Section 6.7(b) of
this Declaration.

     "Successor Entity" has the meaning set forth in Section 3.15(b) of this
Declaration.


                                       9
   18


     "Successor Property Trustee" has the meaning set forth in Section 6.7(b) of
this Declaration.

     "Successor Trust Securities" has the meaning set forth in Section 3.15 of
this Declaration.

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii) of this
Declaration.

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

     "10% in Liquidation Amount of the Trust Securities" means, except as
provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common Securities voting
separately as a class, who are the record owners of 10% or more of the aggregate
Liquidation Amount of all outstanding Trust Securities of the relevant class.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury Department, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

     "Trust Common Security" has the meaning set forth in Section 8.1 of this
Declaration.

     "Trust Common Security Certificate" means a definitive certificate in fully
registered form representing a Trust Common Security substantially in the form
of Exhibit A-2.

     "Trust Common Securities Guarantee" means the Trust Convertible Common
Securities Guarantee Agreement dated as of February 22, 2000, entered into by
the Company, as Guarantor, for the benefit of the holders of the Trust Common
Securities.



                                       10
   19

     "Trust Dissolution Tax Opinion" means an opinion of nationally recognized
independent tax counsel experienced in such matters to the effect that there has
been a Trust Tax Event.

     "Trust Enforcement Event" means the occurrence, at any time, of a Debenture
Event of Default.

     "Trust Guarantees" means the Trust Common Securities Guarantee and the
Trust Preferred Securities Guarantee, collectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

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

     "Trust Liquidation" has the meaning set forth in Section 9.2(a) of this
Declaration.

     "Trust Liquidation Distribution" has the meaning set forth in Section
9.2(a) of this Declaration.

     "Trust Preferred Guarantee Trustee" means the trustee under the Trust
Preferred Securities Guarantee.

     "Trust Preferred Securities Guarantee" means the Trust Convertible
Preferred Securities Guarantee Agreement dated as of February 22, 2000, entered
into by the Company, as Guarantor, and the Trust Preferred Guarantee Trustee, as
trustee, for the benefit of the holders of the Trust Preferred Securities.

     "Trust Preferred Security" has the meaning set forth in Section 8.1(a) of
this Declaration.

     "Trust Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

     "Trust Preferred Security Certificate" means a certificate representing a
Trust Preferred Security substantially in the form of Exhibit A-1.



                                       11
   20
          "Trust Securities" means the Trust Common Securities and the Trust
Preferred Securities.

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

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

          "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

          "Underwriting Agreement" means that certain Underwriting Agreement,
dated as of February 15, 2000, among the Company, the Trust, and the several
underwriters named therein.

                                   ARTICLE II

                               TRUST INDENTURE ACT

          SECTION 2.1 Trust Indenture Act; Application.

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

          (b) The Property Trustee shall be the only Trustee which is a Trustee
     for the purposes of the Trust Indenture Act.

          (c) If and to the extent that any provision of this Declaration
     limits, qualifies or conflicts with the duties imposed by Sections 310 to
     317, inclusive, of the Trust Indenture Act, such imposed duties shall
     control.



                                       12
   21

          (d) The application of the Trust Indenture Act to this Declaration
     shall not affect the nature of the Trust Securities as equity securities
     representing undivided beneficial interests in the assets of the Trust.

          SECTION 2.2 Lists of Holders of Trust Securities.

          (a) Each of the Sponsor and the Administrative Trustees on behalf of
     the Trust shall provide the Property Trustee (i) semi-annually, not later
     than May 15 and November 15 in each year, a list, in such form as the
     Property Trustee may reasonably require, of the names and addresses of the
     Holders of the Trust Securities ("List of Holders") as of the preceeding
     April 30 or October 31, as the case may be, and (ii) at such other time as
     the Property Trustee may request in writing, within 30 days after the
     receipt by the Trust of any such request, a List of Holders as of a date no
     more than 15 days prior to the time such List of Holders is furnished. The
     Property Trustee shall preserve, in as current a form as is reasonably
     practicable, all information contained in Lists of Holders given to it or
     which it receives in the capacity as Paying Agent (if acting in such
     capacity), provided, that the Property Trustee may destroy any List of
     Holders previously given to it on receipt of a new List of Holders.

          (b) The Property Trustee shall comply with its obligations under
     Section 312 of the Trust Indenture Act.

          SECTION 2.3 Reports by the Property Trustee.

          The Property Trustee shall transmit to the Holders of the Trust
Preferred Securities such reports concerning the Property Trustee and its
actions under this Declaration 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. A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each stock exchange upon which
the Trust Securities are listed, with the Commission and with the Sponsor. The
Sponsor shall promptly notify the Property Trustee when any Trust Securities are
listed for trading on any stock exchange and of any delisting thereof.

          SECTION 2.4 Periodic Reports to Property Trustee.

          Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as are required by Section 314 of the Trust Indenture Act (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. Compliance certificates required by Section 314(a)(4) of
the Trust Indenture Act shall be delivered to the Property Trustee annually on
or before 120 days after the end of each fiscal year of the Sponsor.

          SECTION 2.5 Evidence of Compliance with Conditions Precedent.




                                       13
   22

          Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration 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 Trust Enforcement Events; Waiver.

          (a) 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 Trust Enforcement Event in respect of
     the Trust Preferred Securities and its consequences, provided, that if the
     underlying default or event of default:

               (i) is not waivable under the Subordinated Indenture, the Trust
          Enforcement Event under this Declaration shall also not be waivable;
          or

               (ii) requires the consent or vote of the holders of greater than
          a majority (a "Super Majority") in aggregate principal amount of the
          Subordinated Debentures to be waived under the Subordinated Indenture,
          then, the Trust Enforcement Event under this Declaration may only be
          waived by the vote of the Holders of at least the relevant Super
          Majority in Liquidation Amount of the Trust Preferred Securities.

          The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Trust Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Trust Enforcement Event with
respect to the Trust Preferred Securities arising therefrom shall be deemed to
have been cured, for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Trust Enforcement Event with
respect to the Trust Preferred Securities or impair any right consequent
thereon. Any waiver by the Holders of the Trust Preferred Securities of Trust
Enforcement Events with respect to the Trust Preferred

Securities shall also be deemed to constitute a waiver by the Holders of the
Trust Common Securities of any such Trust Enforcement Event with respect to the
Trust Common Securities for all purposes of this Declaration without any further
act, vote, or consent of the Holders of the Trust Common Securities.

          (b)  The Holders of a Majority in Liquidation Amount of the Trust
     Common Securities may, by vote, on behalf of the Holders of all of the
     Trust Common Securities, waive any past Trust Enforcement Event with
     respect to the Trust Common Securities and its consequences, provided, that
     if the underlying default or event of default:

               (i) is not waivable under the Subordinated Indenture, except
          where the Holders of the Trust Common Securities are deemed to have
          waived such Trust Enforcement Event under this Declaration as provided
          below in this Section




                                       14
   23


          2.6(b), the Trust Enforcement Event under this Declaration shall also
          not be waivable; or

               (ii) requires the consent or vote of the holders of a Super
          Majority in aggregate principal amount of Subordinated Debentures to
          be waived, except where the Holders of the Trust Common Securities are
          deemed to have waived such Trust Enforcement Event under the
          Declaration as provided below in this Section 2.6(b), then, the Trust
          Enforcement Event under this Declaration may only be waived by the
          vote of the Holders of at least the relevant Super Majority in
          Liquidation Amount of the Trust Common Securities;

provided, further, that each Holder of Trust Common Securities will be deemed to
have waived any such Trust Enforcement Event and all Trust Enforcement Events
with respect to the Trust Common Securities and its consequences if all Trust
Enforcement Events with respect to the Trust Preferred Securities have been
cured, waived or otherwise eliminated, and until such Trust Enforcement Events
have been so cured, waived or otherwise eliminated, the Property Trustee will be
deemed to be acting solely on behalf of the Holders of the Trust Preferred
Securities and only the Holders of the Trust Preferred Securities will have the
right to direct the Property Trustee in accordance with the terms of the Trust
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Trust Securities, as permitted
by the Trust Indenture Act. Subject to the foregoing provisions of this Section
2.6(b), upon such waiver, any such default shall cease to exist and any Trust
Enforcement Event with respect to the Trust Common Securities arising therefrom
shall be deemed to have been cured for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or Trust Enforcement
Event with respect to the Trust Common Securities or impair any right consequent
thereon.

          SECTION 2.7 Trust Enforcement Event; Notice.

          The Property Trustee shall, within 90 days after the occurrence of a
Trust Enforcement Event, transmit by mail, first class postage prepaid, to the
Holders of the Trust Securities, notices of all defaults with respect to the
Trust Securities actually known to a Responsible Officer of the Property Trustee
in its Corporate Trust Office, unless such defaults have been cured before the
giving of such notice (the term "defaults" for the purposes of this Section 2.7
being hereby defined to be Events of Default as defined in the Subordinated
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided, that
except for a default in the payment of principal of (or premium, if any) or
interest (including Additional Sums and Additional Amounts, if any) on any of
the Subordinated Debentures or in the payment of any sinking fund installment
established for the Subordinated Debentures, the Property Trustee shall be fully
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Trust Securities.



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                                   ARTICLE III

                                  ORGANIZATION

          SECTION 3.1 Name.

          The Trust is named "AMCV Capital Trust I," as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders of Trust Securities and the other Trustees. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrative Trustees.

          SECTION 3.2 Office.

          The address of the principal office of the Trust is c/o American
Classic Voyages Co., Two North Riverside Plaza, Chicago, Illinois 60606. On 10
Business Days prior written notice to the Holders of Trust Securities and the
other Trustees, the Administrative Trustees may designate another principal
office.

          SECTION 3.3 Purpose.

          The exclusive purposes and functions of the Trust are (a) to issue the
Trust Securities, (b) to invest the proceeds from such sale of the Trust
Securities to acquire the Subordinated Debentures, and (c) except as otherwise
limited herein, to engage in only those other activities necessary or incidental
thereto. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, mortgage or pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust.

          SECTION 3.4 Authority.

          Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

          SECTION 3.5 Title to Property of the Trust.

          Except as provided in Sections 3.6(c) and 3.8 with respect to the
Subordinated Debentures and the Property Account or as otherwise provided in
this Declaration, legal title to all assets of the Trust shall be vested in the
Trust. The Holders shall not have legal title to any part of the assets of the
Trust, but shall have an undivided beneficial interest in the assets of the
Trust.



                                       16
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          SECTION 3.6 Powers and Duties of the Administrative Trustees.

          The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

          (a) to issue and sell the Trust Preferred Securities and the Trust
     Common Securities in accordance with this Declaration; provided, however,
     that the Trust may issue no more than one series of Trust Preferred
     Securities and no more than one series of Trust Common Securities, and,
     provided, further, that there shall be no interests in the Trust other than
     the Trust Securities, and the issuance of Trust Securities shall be limited
     to the Trust Preferred Securities and Trust Common Securities issued on the
     Closing Date and the Option Closing Date (as such term is defined in the
     Underwriting Agreement), and all Trust Securities issued by the Trust shall
     be deemed to have been issued as of the Closing Date;

          (b)  in connection with the issue and sale of the Trust Preferred
     Securities, at the direction of the Sponsor, to:

               (i) execute and file any documents prepared by the Sponsor, or
          take any acts as determined by the Sponsor to be necessary in order to
          qualify or register all or part of the Trust Preferred Securities in
          any State in which the Sponsor has determined to qualify or register
          such Trust Preferred Securities for sale; and

               (ii) execute and file an application, prepared by the Sponsor, to
          the Nasdaq National Market System or other national stock exchange for
          listing upon notice of issuance of any Trust Preferred Securities;

          (c) to acquire the Subordinated Debentures with the proceeds of the
     sale of the Trust Preferred Securities and the Trust Common Securities;
     provided, however, that the Administrative Trustees shall cause legal title
     to the Subordinated Debentures to be held of record in the name of the
     Property Trustee for the benefit of the Holders of the Trust Preferred
     Securities and the Holders of Trust Common Securities;

          (d) to give the Sponsor and the Property Trustee prompt written notice
     of the occurrence of a Trust Special Event; provided, that the
     Administrative Trustees shall consult with the Sponsor before taking or
     refraining from taking any Ministerial Action in relation to a Trust
     Special Event;

          (e) to establish a record date with respect to all actions to be taken
     hereunder that require a record date be established, including and with
     respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
     Distributions, voting rights, redemptions and exchanges, and to issue
     relevant notices to the Holders of Trust Preferred Securities and Holders
     of Trust Common Securities as to such actions and applicable record dates;



                                       17
   26


          (f) to give prompt written notice to the Holders of the Trust
     Securities of any notice received from the Company of the Company's
     election not to make a current, quarterly payment on the Subordinated
     Debentures;

          (g) to take all actions and perform such duties as may be required of
     the Administrative Trustees pursuant to the terms of the Trust Securities;

          (h) to bring or defend, pay, collect, compromise, arbitrate, resort to
     legal action, or otherwise adjust claims or demands of or against the Trust
     ("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee
     has the exclusive power to bring such Legal Action;

          (i) to employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors,
     and consultants and pay reasonable compensation for such services;

          (j) to cause the Trust to comply with the Trust's obligations under
     the Trust Indenture Act;

          (k) to give the certificate required by Section 314(a)(4) of the Trust
     Indenture Act to the Property Trustee, which certificate may be executed by
     any Administrative Trustee;

          (l) to incur expenses that are necessary or incidental to carry out
     any of the purposes of the Trust and to appoint a Paying Agent or Paying
     Agents to serve in accordance with this Declaration;

          (m) to act as, or appoint another Person to act as, registrar and
     transfer agent for the Trust Securities;

          (n) to execute all documents or instruments, perform all duties and
     powers, and do all things for and on behalf of the Trust in all matters
     necessary or incidental to the foregoing;

          (o) to take all action that may be necessary or appropriate for the
     preservation and the continuation of the Trust's valid existence, rights,
     franchises and privileges as a statutory business trust under the laws of
     the State of Delaware and of each other jurisdiction in which such
     existence is necessary to protect the limited liability of the Holders of
     the Trust Preferred Securities or to enable the Trust to effect the
     purposes for which the Trust was created;

          (p) to take any action, or to take no action, not inconsistent with
     this Declaration or with applicable law, that the Administrative Trustees
     determine in their discretion to be necessary or desirable in carrying out
     the activities of the Trust as set out in this Section 3.6, including, but
     not limited to:



                                       18
   27


               (i) causing the Trust not to be deemed to be an Investment
          Company required to be registered under the 1940 Act;

               (ii) cooperating with the Sponsor to ensure that the Subordinated
          Debentures will be treated as indebtedness of the Sponsor for United
          States federal income tax purposes; and

               (iii) taking no action which would be reasonably likely to cause
          the Trust to be classified as an association or a publicly traded
          partnership taxable as a corporation for United States federal income
          tax purposes; provided, that such action does not adversely affect the
          rights, preferences or privileges of the Holders; and

          (q) to take all action necessary to cause all applicable tax returns
     and tax information reports that are required to be filed with respect to
     the Trust to be duly prepared and filed by the Administrative Trustees, on
     behalf of the Trust.

          The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

          Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

          Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Company.

          The Administrative Trustees shall take all actions on behalf of the
Trust that are not specifically required by this Declaration to be taken by any
other Trustee.

          SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

          (a) The Trust shall not, and the Trustees shall cause the Trust not
     to, engage in any activity other than as required or authorized by this
     Declaration. In particular, the Trust shall not and the Trustees shall
     cause the Trust not to:

               (i) invest any proceeds received by the Trust from holding the
          Subordinated Debentures, but shall distribute all such proceeds to
          Holders of Trust Securities pursuant to the terms of this Declaration
          and of the Trust Securities;

               (ii) acquire any assets other than as expressly provided herein;

               (iii) possess Trust property for other than a Trust purpose;




                                       19
   28

               (iv) make any loans or incur any indebtedness or acquire any
          securities other than the Subordinated Debentures;

               (v) possess any power or otherwise act in such a way as to vary
          the Trust assets or the terms of the Trust Securities in any way
          whatsoever;

               (vi) issue any securities or other evidences of beneficial
          ownership of, or beneficial interest in, the Trust other than the
          Trust Securities;

               (vii) other than as set forth herein, consent to any amendment,
          modification or termination of the Subordinated Indenture or the
          Subordinated Debentures where such consent shall be required; and

               (viii) other than in connection with the dissolution and
          liquidation of the Trust upon the occurrence of any event described in
          Section 9.1(a), file a certificate of cancellation of the Trust.

          SECTION 3.8 Powers and Duties of the Property Trustee.

          (a) The legal title to the Subordinated Debentures shall be owned by
     and held of record in the name of the Property Trustee in trust for the
     benefit of the Holders of the Trust Securities. The right, title and
     interest of the Property Trustee to the Subordinated Debentures shall vest
     automatically in each Person who may hereafter be appointed as Property
     Trustee in accordance with Section 6.7. To the fullest extent permitted by
     law, such vesting and cessation of title shall be effective whether or not
     conveyancing documents with regard to the Subordinated Debentures have been
     executed and delivered.

          (b) The Property Trustee shall not transfer its right, title and
     interest in the Subordinated Debentures to the Administrative Trustees or
     to the Delaware Trustee (if the Property Trustee does not also act as
     Delaware Trustee).

          (c)  The Property Trustee shall:

               (i) establish and maintain a segregated non-interest bearing
          trust account (the "Property Account") in the name of and under the
          exclusive control of the Property Trustee on behalf of the Holders of
          the Trust Securities and, upon the receipt of payments of funds made
          in respect of the Subordinated Debentures held by the Property Trustee
          or the Trust Guarantees, deposit such funds into the Property Account
          and make payments to the Holders of the Trust Preferred Securities and
          Holders of the Trust Common Securities from the Property Account in
          accordance with Section 7.1. Funds in the Property Account shall be
          held uninvested until disbursed in accordance with this Declaration.
          The Property Account shall be an account that is maintained with a
          banking institution (including the Property Trustee if it qualifies
          hereunder) authorized to exercise corporate trust powers and having a
          combined capital and surplus of at least



                                       20
   29

          $50,000,000 and subject to supervision or examination by federal
          or state authority; and

               (ii) upon written notice of distribution issued by the
          Administrative Trustees in accordance with the terms of the Trust
          Securities, engage in such ministerial activities as shall be
          necessary or appropriate to effect the distribution of the
          Subordinated Debentures to Holders of Trust Securities upon the
          occurrence of a Trust Special Event.

          (d) The Property Trustee shall take all actions and perform such
     duties as may be specifically required of the Property Trustee pursuant to
     the terms of the Trust Securities.

          (e) The Property Trustee may take any Legal Action which arises out of
     or in connection with a Trust Enforcement Event of which a Responsible
     Officer of the Property Trustee in its Corporate Trust Office has actual
     knowledge or the Property Trustee's duties and obligations under this
     Declaration or the Trust Indenture Act.

          (f) The Property Trustee shall have the legal power to exercise all of
     the rights, powers and privileges of a Holder of Trust Preferred Securities
     and, if a Trust Enforcement Event occurs and is continuing, the Property
     Trustee may, for the benefit of Holders of the Trust Preferred Securities,
     enforce its rights as Holder of the Trust Preferred Securities subject to
     the rights of the Holders pursuant to the terms of such Trust Preferred
     Securities.

          (g) The Property Trustee may authorize one or more Persons (each, a
     "Paying Agent") to pay Distributions, redemption payments or liquidation
     payments on behalf of the Trust with respect to all Trust Securities and
     any such Paying Agent shall comply with Section 317(b) of the Trust
     Indenture Act. Any Paying Agent may be removed by the Property Trustee at
     any time and a successor Paying Agent or additional Paying Agents may be
     appointed at any time by the Property Trustee.

          (h) The Property Trustee shall continue to serve as a Trustee until
     either:

               (i) the Trust has been completely liquidated and the proceeds of
          the liquidation distributed to the Holders of Trust Securities
          pursuant to the terms of the Trust Securities; or

               (ii) a Successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 6.7.

          (i) Subject to this Section 3.8, the Property Trustee shall have none
     of the duties, liabilities, powers or authority of the Administrative
     Trustees set forth in Section 3.6.

          The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and



                                       21
   30

the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

          SECTION 3.9 Certain Duties and Responsibilities of the Property
Trustee.

          (a) The Property Trustee, before the occurrence of any Trust
     Enforcement Event and after the curing or waiver of all Trust Enforcement
     Events that may have occurred, shall undertake to perform only such duties
     as are specifically set forth in this Declaration and no implied covenants
     shall be read into this Declaration against the Property Trustee. In case a
     Trust Enforcement Event has occurred (that has not been cured or waived
     pursuant to Section 2.6) of which a Responsible Officer of the Property
     Trustee in its Corporate Trust Office has actual knowledge, the Property
     Trustee shall exercise such of the rights and powers vested in it by this
     Declaration, and use the same degree of care and skill in their exercise,
     as a prudent person would exercise or use under the circumstances in the
     conduct of his or her own affairs.

          (b)  No provision of this Declaration shall be construed to relieve
     the Property 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 a Trust Enforcement Event and
          after the curing or waiving of all such Trust Enforcement Events that
          may have occurred:

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

                    (B) in the absence of bad faith on the part of the Property
               Trustee, the Property 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 Property Trustee and conforming to the requirements of this
               Declaration; but in the case of any such certificates or opinions
               that by any provision hereof are specifically required to be
               furnished to the Property Trustee, the Property Trustee shall be
               under a duty to examine the same to determine whether or not they
               conform to the requirements of this Declaration;

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

               (iii) subject to the requirement of the Property Trustee
          receiving a tax opinion as set forth in Section 8.2(d) or 8.3(c), as
          the case may be, the Property




                                       22
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          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 not less than a Majority in Liquidation
          Amount of the Trust Securities relating to the time, method and place
          of conducting any proceeding for any remedy available to the Property
          Trustee, or exercising any trust or power conferred upon the Property
          Trustee under this Declaration;

               (iv) no provision of this Declaration shall require the Property
          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 it shall have reasonable
          grounds for believing that the repayment of such funds or protection
          from such liability is not reasonably assured to it under the terms of
          this Declaration or indemnity reasonably satisfactory to the Property
          Trustee against such risk or liability is not reasonably assured to
          it;

               (v) the Property Trustee's sole duty with respect to the custody,
          safe keeping and physical preservation of the Subordinated Debentures,
          the Trust Preferred Securities Guarantee and the Property Account
          shall be to deal with such property in a similar manner as the
          Property Trustee deals with similar property for its own account,
          subject to the protections and limitations on liability afforded to
          the Property Trustee under this Declaration and the Trust Indenture
          Act;

               (vi) the Property Trustee shall have no duty or liability for or
          with respect to the value, genuineness, existence or sufficiency of
          the Subordinated Debentures, the Trust Preferred Securities Guarantee
          or the payment of any taxes or assessments levied thereon or in
          connection therewith;

               (vii) money held by the Property Trustee need not be segregated
          from other funds held by it except in relation to the Property Account
          maintained by the Property Trustee pursuant to Section 3.8(c)(i) and
          except to the extent otherwise required by law; and

               (viii) the Property Trustee shall not be responsible for
          monitoring the compliance by the Administrative Trustees or the
          Sponsor with their respective duties under this Declaration, nor shall
          the Property Trustee be liable for any default or misconduct of the
          Administrative Trustees or the Sponsor.

          SECTION 3.10 Certain Rights of the Property Trustee.

          (a)  Subject to the provisions of Section 3.9:

               (i) the Property 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



                                       23
   32


          believed by it to be genuine and to have been signed, sent or
          presented by the proper party or parties;

               (ii) any request, direction, order or demand of the Sponsor or
          the Administrative Trustees mentioned herein shall be sufficiently
          evidenced by an Officers' Certificate;

               (iii) whenever in the administration of this Declaration, the
          Property Trustee shall deem it desirable that a matter be proved or
          established prior to taking, suffering or omitting any action
          hereunder, the Property 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 Property Trustee shall have no duty to see to any
          recording, filing or registration of any instrument (including any
          financing or continuation statement or any filing under tax or
          securities laws) or any rerecording, refiling or registration thereof;

               (v) the Property Trustee may consult with counsel of its
          selection or other experts and the advice or opinion of such counsel
          and experts shall be full and complete authorization and protection in
          respect of any action taken, suffered or omitted by it hereunder in
          good faith and in reliance thereon; such counsel may be counsel to the
          Sponsor or any of its Affiliates, and may include any of its
          employees. The Property Trustee shall have the right at any time to
          seek instructions concerning the administration of this Declaration
          from any court of competent jurisdiction;

               (vi) the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Declaration
          at the request or direction of any Holder, unless (a) such Holder
          shall have provided to the Property Trustee security and indemnity,
          reasonably satisfactory to the Property Trustee, against the costs,
          expenses (including attorneys' fees and expenses and the expenses of
          the Property 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 Property Trustee and (b) the Property Trustee has obtained the
          legal opinions, if any, required by Section 8.2(d) or 8.3(c), as the
          case may be, of this Declaration; provided, that nothing contained in
          this Section 3.10(a)(vi) shall be taken to relieve the Property
          Trustee, upon the occurrence of a Trust Enforcement Event, of its
          obligation to exercise the rights and powers vested in it by this
          Declaration,

               (vii) the Property Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, custodians, nominees or attorneys and the Property
          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;




                                       24
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               (viii) any action taken by the Property Trustee or its agents
          hereunder shall bind the Trust and the Holders of the Trust
          Securities, and the signature of the Property Trustee or its agents
          alone shall be sufficient and effective to perform any such action and
          no third party shall be required to inquire as to the authority of the
          Property Trustee to so act or as to its compliance with any of the
          terms and provisions of this Declaration, both of which shall be
          conclusively evidenced by the Property Trustee's or its agent's taking
          such action;

               (ix) whenever in the administration of this Declaration the
          Property Trustee shall deem it desirable to receive instructions with
          respect to enforcing any remedy or right or taking any other action
          hereunder, the Property Trustee (i) may request instructions from the
          Holders of the Trust Securities which instructions may only be given
          by the Holders of the same proportion in Liquidation Amount of the
          Trust Securities as would be entitled to direct the Property Trustee
          under the terms of the Trust Securities in respect of such remedy,
          right or action, (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
          or in accordance with such instructions; provided, however, that the
          Property Trustee shall not be required to take any action unless it
          shall have obtained such legal opinions, if any, required by Sections
          8.2(d) or 8.3(c), as the case may be, of this Declaration;

               (x) except as otherwise expressly provided by this Declaration,
          the Property Trustee shall not be under any obligation to take any
          action that is discretionary under the provisions of this Declaration;
          and

               (xi) if no Trust Enforcement Event has occurred and is continuing
          and if (i) in performing its duties under this Declaration the
          Property Trustee is required to decide between alternative courses of
          action or (ii) in construing any of the provisions in this Declaration
          the Property Trustee finds the same ambiguous or inconsistent with any
          other provisions contained herein or (iii) the Property Trustee is
          unsure of the application of any provision of this Declaration, then,
          except as to any matter as to which the Holders of Trust Preferred
          Securities are entitled to vote under the terms of this Declaration,
          the Property Trustee shall deliver a notice to the Sponsor requesting
          written instructions of the Sponsor as to the course of action to be
          taken and the Property Trustee shall take such action, or refrain from
          taking such action, as the Property Trustee shall be instructed in
          writing to take, or to refrain from taking, by the Sponsor; provided,
          however, that if the Property Trustee does not receive such
          instructions of the Sponsor within 10 Business Days after it has
          delivered such notice, or such reasonably shorter period of time set
          forth in such notice (which to the extent practicable shall not be
          less than two Business Days), it may, but shall be under no duty to,
          take or refrain from taking such action not inconsistent with this
          Declaration as it shall deem advisable and in the best interests of
          the Holders, in which event the Property Trustee shall have no
          liability except for its own bad faith, negligence or willful
          misconduct.




                                       25
   34

               (xii) the Property Trustee shall not be deemed to have notice of
          any Debenture Event of Default unless a Responsible Officer of the
          Property Trustee has actual knowledge thereof or unless written notice
          of any event which is in fact such a default is received by the
          Property Trustee at the Corporate Trust Office of the Property
          Trustee, and such notice references the Trust Securities and this
          Declaration;

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

               (xiv) the Property 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 Declaration.

          (b) No provision of this Declaration shall be deemed to impose any
     duty or obligation on the Property 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 Property
     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
     Property Trustee shall be construed to be a duty.

          SECTION 3.11 Delaware Trustee.

          Notwithstanding any provision of this Declaration other than Section
6.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees, the Property Trustee or the Sponsor described in this
Declaration. Except as set forth in Section 6.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act.

          SECTION 3.12 Execution of Documents.

          Any Administrative Trustee is authorized to execute on behalf of the
Trust any documents that the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

          SECTION 3.13 Not Responsible for Recitals or Issuance of Trust
Securities.

          The recitals contained in this Declaration and the Trust Securities
shall be taken as the statements of the Sponsor, and the Trustees do not assume
any responsibility for their correctness. The Trustees make no representations
as to the value or condition of the property of


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the Trust or any part thereof. The Trustees make no representations as to the
validity or sufficiency of this Declaration, the Subordinated Debentures or the
Trust Securities.

          SECTION 3.14 Duration of Trust.

          The Trust, unless dissolved pursuant to the provisions of Article IX
hereof, shall have perpetual existence.

          SECTION 3.15 Mergers.

          (a)  The Trust may not consolidate, amalgamate, merge with or into, or
     be replaced by, or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, except as described in Sections
     3.15(b) and (c) and Section 9.2.

          (b)  The Trust may, with the consent of the Administrative Trustees
     or, if there are more than two, a majority of the Administrative Trustees
     and without the consent of the Holders of the Trust Securities, the
     Delaware Trustee or the Property Trustee, consolidate, amalgamate, merge
     with or into, or be replaced by, or convey, transfer or lease its
     properties and assets as an entirety or substantially as an entirety to a
     trust organized as such under the laws of any State of the United States;
     provided, that:

               (i)  if the Trust is not the survivor, such successor entity (the
          "Successor Entity") either:

                    (A) expressly assumes all of the obligations of the Trust
               under the Trust Securities; or

                    (B) substitutes for the Trust Preferred Securities other
               securities having substantially the same terms as the Trust
               Preferred Securities (the "Successor Trust Securities") so long
               as the Successor Trust Securities rank the same as the Trust
               Preferred Securities rank with respect to Distributions, assets
               and payments upon liquidation, redemption and otherwise;

               (ii) the Company expressly appoints a trustee of the Successor
          Entity that possesses the same powers and duties as the Property
          Trustee as the Holder of the Subordinated Debentures;

               (iii) the Successor Trust Securities are listed, or any Successor
          Trust Securities will be listed upon notification of issuance, on any
          national securities exchange or with another organization on which the
          Trust Preferred Securities are then listed or quoted;

               (iv) such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not cause the Trust Preferred
          Securities (including any Successor Trust Securities) to be downgraded
          by any nationally recognized statistical rating organization;




                                       27
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               (v) such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not adversely affect the rights,
          preferences and privileges of the Holders of the Trust Preferred
          Securities (including any Successor Trust Securities) in any material
          respect (other than with respect to any dilution of the Holders'
          interests in the new entity);

               (vi) such Successor Entity has a purpose substantially identical
          to that of the Trust;

               (vii) the Company owns all of the securities of the Successor
          Entity having substantially the same terms as the Trust Common
          Securities (the "Successor Common Securities") and guarantees the
          obligations of such Successor Entity under the Successor Trust
          Securities and the Successor Common Securities at least to the extent
          provided by the Trust Guarantees; and

               (viii) prior to such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, the Sponsor has received
          an opinion of a nationally recognized independent counsel to the Trust
          experienced in such matters to the effect that:

                    (A) such merger, consolidation, amalgamation, replacement,
               conveyance, transfer or lease will not adversely affect the
               rights, preferences and privileges of the Holders of the Trust
               Preferred Securities (including any Successor Trust Securities)
               in any material respect (other than with respect to any dilution
               of the Holders' interest in the new entity);

                    (B) following such merger, consolidation, amalgamation,
               replacement, conveyance, transfer or lease, neither the Trust nor
               the Successor Entity will be required to register as an
               Investment Company under the 1940 Act; and

                    (C) following such merger, consolidation, amalgamation or
               replacement, the Trust (or the Successor Entity) will not be
               taxable as a corporation for United States federal income tax
               purposes.

          (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with
     the consent of Holders of 100% in Liquidation Amount of the Trust Preferred
     Securities, consolidate, amalgamate, merge with or into, or be replaced by
     or convey, transfer or lease its assets substantially as an entirety to any
     other entity or permit any other entity to consolidate, amalgamate, merge
     with or into, or replace it if such consolidation, amalgamation, merger,
     replacement, conveyance, transfer or lease would cause the Trust or
     Successor Entity to be taxable as a corporation for United States federal
     income tax purposes.

          SECTION 3.16 Compensation.

          (a)  The Sponsor agrees:


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               (i) to pay each of the Trustees from time to time such
          compensation for all services rendered by such Trustee hereunder as
          the Sponsor and such Trustee may agree upon from time to time (which
          compensation shall not be limited by any provision of law in regard to
          the compensation of a trustee of an express trust). To the fullest
          extent possible the parties intend that Section 3561 of Title 12 of
          the Delaware Code shall not apply to the Trust and that compensation
          paid pursuant to this Section 3.16(a) not be subject to review by any
          court under Section 3560 of Title 12 of the Delaware Code;

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

          (b)  Each of the Trustees hereby agrees that it shall not claim any
     lien or charge on any trust property as a result of any amount due pursuant
     to this Section 3.16. The provisions of this Section 3.16 shall survive the
     dissolution of the Trust and the termination of this Declaration and the
     removal or resignation of any Trustee.

                                   ARTICLE IV

                                     SPONSOR

          SECTION 4.1 Responsibilities of the Sponsor.

          In connection with the issue and sale of the Trust Preferred
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:

          (a)  to prepare, execute and file on behalf of the Trust with the
     Commission a registration statement on Form S-3 in relation to the Trust
     Preferred Securities, including any amendments or supplements thereto
     pertaining to the Trust Preferred Securities and take such actions or cause
     the Property Trustee to take such actions, as may be necessary or
     appropriate to qualify this Declaration under the Trust Indenture Act;

          (b)  to determine the States in which to take appropriate action to
     qualify or register for sale all or part of the Trust Preferred Securities
     and to do any and all such acts, other than actions which must be taken by
     the Trust, and advise the Trust of actions it must take, and prepare for
     execution and filing any documents to be executed and filed by the Trust,
     as the Sponsor deems necessary or advisable in order to comply with the
     applicable laws of any such States;

          (c)  to prepare for filing by the Trust an application to the Nasdaq
     National Market System or any other national stock exchange for listing
     upon notice of issuance of any Trust Preferred Securities and, if required,
     the Trust Preferred Securities Guarantee;

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   38

          (d)  to prepare, execute and file on behalf of the Trust with the
     Commission a registration statement, including any amendments thereto,
     relating to the registration of the Trust Preferred Securities and the
     Trust Preferred Securities Guarantee under Section 12(b) of the Exchange
     Act, and to prepare and file all periodic and other reports and documents
     required in connection therewith; and

          (e)  to negotiate the terms of, and execute and deliver, an
     underwriting agreement and any pricing agreement providing for the sale of
     the Trust Preferred Securities.

          SECTION 4.2 Indemnification and Expenses of the Trustee.

          To the fullest extent permitted by law, the Sponsor agrees to
indemnify the Property Trustee and the Delaware Trustee for, and to hold each of
them harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Property Trustee)
incurred without negligence or bad faith on the part of the Property Trustee or
the Delaware Trustee, as the case may be, arising out of or in connection with
the acceptance or administration of the trust hereunder, including the costs and
expenses of defending either of them against any claim (whether asserted by the
Company, a Holder of Trust Preferred Securities, or any other Person) or
liability in connection with the exercise or performance of any of their
respective powers or duties hereunder. The provisions of this Section 4.2 shall
survive the resignation or removal of the Delaware Trustee or the Property
Trustee or the termination of this Declaration.

                                   ARTICLE V

                         TRUST COMMON SECURITIES HOLDER

          SECTION 5.1 Company's Purchase of Trust Common Securities.

          On the Closing Date the Company will purchase the Trust Common
Securities authorized for issuance by the Trust, for an amount at least equal to
3% of the capital of the Trust (as determined as of the Closing Date),
concurrently with the issuance of Trust Preferred Securities on the Closing
Date. Upon the exercise of the Over-Allotment Option (if the closing of same
occurs other than on the Closing Date), the Company shall purchase such
additional number of Trust Common Securities at $50 per Trust Common Security so
that the aggregate Liquidation Amount of the additional Trust Common Securities
so issued equals at least 3% of the aggregate Liquidation Amount of the
additional Trust Preferred Securities issued at such Option Closing Date. All
Trust Common Securities issued by the Trust shall be deemed to have been issued
as of the Closing Date.

          SECTION 5.2 Covenants of the Trust Common Securities Holder.

          For so long as the Trust Preferred Securities remain outstanding, the
Company will covenant (i) to maintain directly 100 percent ownership of the
Trust Common Securities, (subject to Section 10.1(c)) (ii) to cause the Trust to
remain a statutory business trust and not to voluntarily dissolve, wind up,
liquidate, or be terminated, except as permitted by this

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Declaration, (iii) to use its commercially reasonable efforts to ensure that the
Trust will not be an Investment Company, and (iv) to take no action which would
be reasonably likely to cause the Trust to be taxable as a corporation for
United States federal income tax purposes.

                                   ARTICLE VI

                                    TRUSTEES

          SECTION 6.1 Number of Trustees.

          The number of Trustees initially shall be five (5), and:

          (a)  at any time before the issuance of any Trust Securities, the
     Sponsor may, by written instrument, increase or decrease the number of
     Trustees; and

          (b)  after the issuance of any Trust Securities, the number of
     Trustees may be increased or decreased by vote of the Holders of a Majority
     in Liquidation Amount of the Trust Common Securities voting as a class;
     provided, however, that the number of Trustees shall in no event be less
     than three (3); provided, further, that (1) if required by the Business
     Trust Act, one Trustee is the Delaware Trustee; (2) there shall be at least
     one Trustee who is an employee or officer of, or is affiliated with, the
     Company (each, an "Administrative Trustee"); and (3) one Trustee shall be
     the Property Trustee for so long as this Declaration is required to qualify
     as an indenture under the Trust Indenture Act, and such Property Trustee
     may also serve as Delaware Trustee if it meets the applicable requirements.

          SECTION 6.2 Delaware Trustee.

          If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

          (a)  a natural person who is a resident of the State of Delaware; or

          (b)  if not a natural person, an entity which has its principal place
     of business in the State of Delaware, and otherwise meets the requirements
     of applicable law, provided, that if the Property Trustee has its principal
     place of business in the State of Delaware and otherwise meets the
     requirements of applicable law, then the Property Trustee may also be the
     Delaware Trustee (in which case Section 3.11 shall have no application).

          SECTION 6.3 Property Trustee; Eligibility.

          (a)  There shall at all times be one Trustee (the "Property Trustee")
     which shall act as Property Trustee which shall:

               (i) not be an Affiliate of the Sponsor; and


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               (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 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
          6.3(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 Property Trustee shall cease to be eligible to
     so act under Section 6.3(a), the Property Trustee shall immediately resign
     in the manner and with the effect set forth in Section 6.7(c).

          (c)  If the Property Trustee has or shall acquire any "conflicting
     interest" within the meaning of Section 310(b) of the Trust Indenture Act,
     the Property Trustee and the Holder of the Trust Common Securities (as if
     it were the obligor referred to in Section 310(b) of the Trust Indenture
     Act) shall in all respects comply with the provisions of Section 310(b) of
     the Trust Indenture Act.

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

          (e)  The initial Property Trustee shall be:

               The Bank of New York.

          SECTION 6.4 Qualifications of Administrative Trustees and Delaware
Trustee Generally.

          Each Administrative Trustee and the Delaware Trustee (unless the
     Property Trustee also acts as Delaware Trustee) shall be either a natural
     person who is at least 21 years of age or a legal entity that shall act
     through one or more Authorized Officers.

          SECTION 6.5 Administrative Trustees.

          The initial Administrative Trustees shall be:

                          Philip C. Calian
                          Jordan B. Allen
                          Randall L. Talcott


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   41

          Except as expressly set forth in this Declaration and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

          SECTION 6.6 Delaware Trustee.

          The initial Delaware Trustee shall be:

          The Bank of New York (Delaware)

          SECTION 6.7 Appointment, Removal and Resignation of Trustees.

          (a)  Subject to Section 6.7(b), Trustees may be appointed or removed
     without cause at any time:

               (i) until the issuance of any Trust Securities, by written
          instrument executed by the Sponsor; and

               (ii) after the issuance of any Trust Securities, by vote of the
          Holders of a Majority in Liquidation Amount of the Trust Common
          Securities voting as a class, provided, however, that if a Trust
          Enforcement Event shall have occurred and be continuing the Property
          Trustee may be removed and a successor thereto appointed only by the
          Holders of a Majority in Liquidation Amount of the Trust Preferred
          Securities.

          (b)  (i) The Trustee that acts as Property Trustee shall not be
     removed in accordance with Section 6.7(a) until a successor Trustee
     possessing the qualifications to act as Property Trustee under Section 6.3
     (a "Successor Property Trustee") has been appointed and has accepted such
     appointment by written instrument executed by such Successor Property
     Trustee and delivered to the Administrative Trustees and the Sponsor; and

               (ii) The Trustee that acts as Delaware Trustee shall not be
          removed in accordance with Section 6.7(a) until a successor Trustee
          possessing the qualifications to act as Delaware Trustee under
          Sections 6.2 and 6.4 (a "Successor Delaware Trustee") has been
          appointed and has accepted such appointment by written instrument
          executed by such Successor Delaware Trustee and delivered to the
          Administrative Trustees and the Sponsor.

          (c)  A Trustee appointed to office shall hold office until his
     successor shall have been appointed or until his death, removal or
     resignation. Any Trustee may resign from office (without need for prior or
     subsequent accounting) by an instrument in writing signed by the Trustee
     and delivered to the Sponsor and the Trust, which resignation shall take
     effect upon such delivery or upon such later date as is specified therein;
     provided, however, that:


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               (i)  No such resignation of the Trustee that acts as the Property
          Trustee shall be effective:

                    (A) until a Successor Property Trustee has been appointed
               and has accepted such appointment by instrument executed by such
               Successor Property Trustee and delivered to the Trust, the
               Sponsor and the resigning Property Trustee; or

                    (B) until the assets of the Trust have been completely
               liquidated and the proceeds thereof distributed to the Holders of
               the Trust Securities; and

               (ii) no such resignation of the Trustee that acts as the Delaware
          Trustee shall be effective until a Successor Delaware Trustee has been
          appointed and has accepted such appointment by instrument executed by
          such Successor Delaware Trustee and delivered to the Trust, the
          Sponsor and the resigning Delaware Trustee.

          (d)  The Holders of the Trust Common Securities shall use their best
     efforts to promptly appoint a Successor Delaware Trustee or Successor
     Property Trustee, as the case may be, if the Property Trustee or the
     Delaware Trustee delivers an instrument of resignation in accordance with
     this Section 6.7; provided, however, that if a Trust Enforcement Event
     shall have occurred and be continuing a successor Property Trustee may be
     appointed only by the Holders of a Majority in Liquidation Amount of the
     Trust Preferred Securities.

          (e)  If no Successor Property Trustee or Successor Delaware Trustee
     shall have been appointed and accepted appointment as provided in this
     Section 6.7 within 60 days after delivery of an instrument of resignation
     or removal, the Property Trustee or Delaware Trustee, as applicable,
     resigning or being removed may petition, at the expense of the Sponsor, any
     court of competent jurisdiction for appointment of a Successor Property
     Trustee or Successor Delaware Trustee. Such court may thereupon, after
     prescribing such notice, if any, as it may deem proper and prescribe,
     appoint a Successor Property Trustee or Successor Delaware Trustee, as the
     case may be.

          (f)  No Property Trustee or Delaware Trustee shall be liable for the
     acts or omissions to act of any Successor Property Trustee or Successor
     Delaware Trustee, as the case may be.

          (g)  In case of the appointment hereunder of a successor Trustee, such
     successor Trustee so appointed shall execute, acknowledge and deliver to
     the Trust and to the retiring Trustee an instrument accepting such
     appointment, and thereupon the resignation or removal of the retiring
     Trustee shall become effective and such successor Trustee, without any
     further act, deed or conveyance, shall become vested with all the rights,
     powers, trusts and duties of the retiring Trustee; but, on the request of
     the Sponsor or the successor Trustee, such retiring Trustee shall, upon
     payment of its charges, execute

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     and deliver an instrument transferring to such successor Trustee all the
     rights, powers and trusts of the retiring Trustee and if the Property
     Trustee is the resigning Trustee shall duly assign, transfer and deliver to
     the successor Trustee all property and money held by such retiring Property
     Trustee hereunder.

          SECTION 6.8 Vacancies among Trustees.

          If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.7.

          SECTION 6.9 Effect of Vacancies.

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 6.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

          SECTION 6.10 Meetings.

          If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter; provided, that a Quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees. Notwithstanding
the foregoing, any and all actions of the Administrative Trustees may be taken
by the unanimous written consent of all Administrative Trustees.

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          SECTION 6.11 Delegation of Power.

          (a)  Any Administrative Trustee may, by power of attorney consistent
     with applicable law, delegate to any other natural person over the age of
     21 his or her power for the purpose of executing any documents contemplated
     in Section 3.6, including any registration statement or amendment thereto
     filed with the Commission, or making any other governmental filing.

          (b)  The Administrative Trustees shall have power to delegate from
     time to time to such of their number or to officers of the Trust the doing
     of such things and the execution of such instruments either in the name of
     the Trust or the names of the Administrative Trustees or otherwise as the
     Administrative Trustees may deem expedient, to the extent such delegation
     is not prohibited by applicable law or contrary to the provisions of the
     Trust, as set forth herein.

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

          Any corporation into which the Property Trustee, the Delaware Trustee
or an Administrative Trustee, as the case may be, may be merged or converted or
with which either may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Property Trustee, the Delaware
Trustee or an Administrative Trustee, as the case may be, shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Property Trustee, the Delaware Trustee or an Administrative
Trustee, as the case may be, shall be the successor of the Property Trustee, the
Delaware Trustee or Administrative Trustee, as the case may be, hereunder;
provided, that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

                                  ARTICLE VII

                           DISTRIBUTIONS; REDEMPTION;
                              EXCHANGE; CONVERSION

          SECTION 7.1 Distributions.

          (a)  The Trust Securities represent undivided beneficial interests in
     the Trust property, and Holders of Trust Securities shall be entitled to
     receive cumulative cash distributions at the rate per annum of 7% of the
     stated Liquidation Amount of $50 per Trust Security, calculated by dividing
     the annual distribution by four. For any period shorter than a full 90-day
     quarter, distributions will be computed on the basis of a 360-day year
     consisting of twelve 30-day months. Distributions shall be made on the
     Trust Preferred Securities and the Trust Common Securities in accordance
     with Section 7.5. Distributions on the Trust Securities shall, from the
     Closing Date, accrue and be cumulative and shall be payable quarterly only
     to the extent that the Trust has funds available for the payment of such
     Distributions in the Property Account. Distributions

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     not paid on the scheduled payment date will accumulate and compound
     quarterly at the rate of 7% per annum ("Compounded Distributions").
     "Distributions" shall mean ordinary cumulative distributions in respect of
     each Fiscal Period together with any Compounded Distributions. If and to
     the extent that the Company makes a payment on the Subordinated Debentures
     held by the Property Trustee (the amount of any such payment being a
     "Payment Amount"), the Trust shall and the Property Trustee is directed, to
     the extent funds are available for that purpose, to make a Pro Rata
     Distribution of the Payment Amount to the Holders entitled thereto.

          (b)  Distributions on the Trust Securities will be payable quarterly
     in arrears on each February 15, May 15, August 15 and November 15,
     commencing May 15, 2000, when, as and if available for payment, by the
     Property Trustee, except as otherwise described below. If Distributions are
     not paid when scheduled, the accumulated Distributions shall be paid to the
     Holders of record of Trust Securities as they appear on the books and
     records of the Trust on the record date established for such Distributions
     as determined under Section 7.1(e) below.

          (c)  The Sponsor has the right under the Subordinated Indenture to
     defer payments of interest by extending the interest payment period from
     time to time on the Subordinated Debentures for a period not exceeding 20
     consecutive quarters (each an "Extension Period"); provided, that no
     Extension Period shall last beyond the date of the maturity or any
     redemption date of the Subordinated Debentures and, as a consequence of
     such deferral, Distributions will also be deferred. Despite such deferral,
     quarterly Distributions will continue to accrue with interest thereon (to
     the extent permitted by applicable law) at the rate specified above
     compounded quarterly during any such Extension Period. Prior to the
     termination of any such Extension Period, the Sponsor may further extend
     such Extension Period; provided, that such Extension Period together with
     all such previous and further extensions thereof may not exceed 20
     consecutive quarters or extend beyond the maturity or any redemption date
     of the Subordinated Debentures.

          (d)  Amounts available to the Trust for distribution to the Holders of
     the Trust Securities will be limited to payments received by the Trust from
     the Company on the Subordinated Debentures. If the Property Trustee, as the
     holder of the Subordinated Debentures for the benefit of the Holders of the
     Trust Securities, receives notice of any determination by the Company not
     to make payment on such Subordinated debentures, the Property Trustee shall
     give notice of such determination to the Holders.

          (e)  Distributions on the Trust Securities will be payable to the
     Holders thereof as they appear on the books and records of the Trust on the
     relevant record dates, which relevant record dates will be the 1st day of
     the month of the relevant payment dates (that is, each February 1, May 1,
     August 1 and November 1). Such Distributions will be paid through the
     Property Trustee who will hold amounts received in respect of the
     Subordinated Debentures in the Property Account for the benefit of the
     Holders of the Trust Securities. In the event that any date on which
     distributions are payable on the Trust Securities is not a Business Day,
     payment of the distribution payable on such date

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     will be made on the next succeeding day which is a Business Day (without
     any interest or other payment in respect of any such delay) except that, if
     such Business Day is in the next succeeding calendar year, such payment
     shall be made on the immediately preceding Business Day, in each case with
     the same force and effect as if made on such date. The record date for
     Trust Common Securities shall be the same date as is established as the
     record date for Trust Preferred Securities.

          SECTION 7.2 Redemption.

          (a)  (i) Upon the repayment of the Subordinated Debentures either at
     maturity or as a result of the acceleration of the Subordinated Debentures
     upon the occurrence of a Debenture Event of Default, the proceeds from such
     repayment or prepayment shall be applied by the Property Trustee (subject
     to the Property Trustee having received written notice no later than 30
     days prior to the related redemption of the Trust Securities) to redeem
     Trust Securities having an aggregate Liquidation Amount equal to the
     principal amount of the Subordinated Debentures so repaid, at the
     Redemption Price.

               (i) Upon an optional redemption (as set forth in the Subordinated
          Indenture) of Subordinated Debentures, the proceeds from such
          redemption shall be applied to redeem Trust Securities having an
          aggregate Liquidation Amount equal to the aggregate unpaid principal
          amount of the Subordinated Debentures so redeemed by the Sponsor,
          including pursuant to Section 7.4, at the Optional Redemption Price,
          and upon a mandatory redemption (as set forth in the Subordinated
          Indenture) of Subordinated Debentures, the proceeds from such
          redemption shall be applied to redeem Trust Securities having an
          aggregate Liquidation Amount equal to the aggregate unpaid principal
          amount of the Subordinated Debentures so redeemed by the Sponsor, at
          the Redemption Price.

               (ii) If, at any time prior to the Conversion Expiration Date,
          less than ten percent (10%) in principal amount of the Subordinated
          Debentures originally issued by the Sponsor remain outstanding, such
          Subordinated Debentures shall be redeemable, at the option of the
          Sponsor, exercisable at any time in whole but not in part, at a
          Redemption Price equal to the aggregate unpaid principal amount
          thereof, and all accrued and unpaid interest due thereon; in such
          event, the proceeds from such redemption shall be applied to redeem at
          the Redemption Price the outstanding Trust Securities having an
          aggregate Liquidation Amount equal to the aggregate unpaid principal
          amount of the Subordinated Debentures so redeemed by the Sponsor.

          (b)  Notice of redemption (which notice will be irrevocable) shall be
     given by the Property Trustee by first-class mail, postage prepaid, mailed
     not less than 30 nor more than 60 days prior to the Redemption Date to the
     Sponsor and each Holder of Trust Securities to be redeemed, at such
     Holder's address as it appears in the books and records of the Trust. All
     notices of redemption shall state:


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               (i) the Redemption Date;

               (ii) the Redemption Price or the Optional Redemption Price, as
          the case may be;

               (iii) the applicable CUSIP number;

               (iv) if less than all of the outstanding Trust Securities are to
          be redeemed, the identification and the aggregate Liquidation Amount
          of the particular Trust Securities to be redeemed;

               (v) if the Trust Preferred Securities are convertible, (A) that a
          Holder of Trust Preferred Securities who desires to convert such Trust
          Preferred Securities called for redemption must satisfy the
          requirements for conversion contained in Section 7.3 hereof, (B) the
          Conversion Price and (C) the date and time when the right to convert
          shall expire;

               (vi) that on the Redemption Date the Redemption Price or the
          Optional Redemption Price, as the case may be, will become due and
          payable upon each such Trust Security to be redeemed and that
          Distributions thereon will cease to accrue on and after said date and
          the Trust Security being redeemed will cease to have conversion
          rights; and

               (vii) the place or places where such Trust Securities are to be
          surrendered for payment of the Redemption Price or the Optional
          Redemption Price, as the case may be.

          (c)  The Trust Securities redeemed on each Redemption Date shall be
     redeemed at the Redemption Price or the Optional Redemption Price, as the
     case may be, with the proceeds from the contemporaneous redemption of
     Subordinated Debentures. Redemption of the Trust Securities shall be made
     and the Redemption Price or the Optional Redemption Price, as the case may
     be, shall be payable on each Redemption Date only to the extent that the
     Trust has funds then on hand and available in the Property Account for the
     payment of such Redemption Price or the Optional Redemption Price, as the
     case may be.

          (d)  If the Property Trustee gives a notice of redemption in respect
     of any Trust Preferred Securities, then by 12:00 noon, New York City time,
     on the Redemption Date, subject to Section 7.2(c) and to the Property
     Trustee's having received for deposit to the Property Account available
     funds sufficient for such redemption by 10:00 A.M., New York City time, on
     the Redemption Date, the Property Trustee will, so long as and to the
     extent the Trust Preferred Securities are in book-entry-only form,
     irrevocably deposit with the Clearing Agency for the Trust Preferred
     Securities funds sufficient to pay the applicable Redemption Price or
     Optional Redemption Price and will give the Clearing Agency irrevocable
     instructions and authority to pay the Redemption Price or the Optional
     Redemption Price, as the case may be, to the Holders of such Trust
     Preferred Securities. If the Trust Preferred Securities are no longer in
     book-entry only form, the

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     Property Trustee, subject to Section 7.2(c), will irrevocably deposit with
     the Paying Agent funds sufficient to pay the applicable Redemption Price or
     Optional Redemption Price, as the case may be, on such Trust Preferred
     Securities held in certificated form and will give the Paying Agent
     irrevocable instructions and authority to pay the Redemption Price or the
     Optional Redemption Price, as the case may be, to the Holders thereof upon
     surrender of their Trust Preferred Securities Certificates. Notwithstanding
     the foregoing, Distributions payable on or prior to the Redemption Date for
     any Trust Securities called for redemption shall be payable to the Holders
     of such Trust Securities as they appear in the books and records of the
     Trust Securities on the relevant record dates for the related Distribution
     dates. If notice of redemption shall have been given and funds deposited as
     required, then, upon the date of such deposit, all rights of Holders
     holding Trust Securities so called for redemption will cease, except the
     right of such Holders to receive the Redemption Price or the Optional
     Redemption Price, as the case may be, but without interest, on such
     Redemption Date and such Trust Securities will cease to be outstanding. In
     the event that any date on which any Redemption Price or the Optional
     Redemption Price, as the case may be, is payable is not a Business Day,
     then payment of the Redemption Price or the Optional Redemption Price, as
     the case may be, payable on such date will be made on the next succeeding
     day which is a Business Day and without interest or other payment in
     respect of any such delay, except that, if such Business Day is in the next
     succeeding calendar year, such payment shall be made on the immediately
     preceding Business Day, in each case, with the same force and effect as if
     made on such date. In the event that payment of the Redemption Price or the
     Optional Redemption Price in respect of Trust Securities called for
     redemption is improperly withheld or refused and not paid by the Trust or
     by the Sponsor pursuant to the Trust Guarantees, Distributions on such
     Trust Securities will continue to accumulate at the then applicable rate,
     from the Redemption Date originally established by the Trust to the date
     such Redemption Price or the Optional Redemption Price is actually paid, in
     which case the actual payment date will be the date fixed for redemption
     for purpose of calculating the Redemption Price or the Optional Redemption
     Price.

          (e)  If less than all the outstanding Trust Securities are to be
     redeemed on a Redemption Date, then the aggregate Liquidation Amount of
     Trust Securities to be redeemed shall be allocated, subject to Section
     9.2(b), on a pro rata basis (based on Liquidation Amounts) among the Trust
     Common Securities and the Trust Preferred Securities that are to be
     redeemed. The particular Trust Preferred Securities to be redeemed shall be
     selected not more than 60 days prior to the Redemption Date by the Property
     Trustee from the outstanding Trust Preferred Securities not previously
     called for redemption, by lot or by such other method as the Property
     Trustee shall deem fair and appropriate and which may provide for the
     selection for redemption of portions equal to $50 (or an integral multiple
     of $50 in excess thereof) of the Liquidation Amount of the Trust Preferred
     Securities. The Property Trustee shall promptly notify the registrar and
     transfer agent of the Trust Securities and the Conversion Agent in writing
     of the Trust Preferred Securities selected for partial redemption and, in
     the case of any Trust Preferred Securities selected for redemption, the
     Liquidation Amount thereof to be redeemed; it being understood that, in the
     case of Trust Preferred Securities registered in the name of and held of
     record by the Clearing Agency or any nominee, the distribution of the

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     proceeds of such redemption will be made in accordance with the procedures
     of the Clearing Agency or its nominee. For all purposes of this
     Declaration, unless the context otherwise requires, all provisions relating
     to the redemption of Trust Preferred Securities shall relate, in the case
     of any Trust Preferred Securities redeemed or to be redeemed only in part,
     to the portion of the Liquidation Amount of Trust Preferred Securities
     which has been or is to be redeemed. In the event of any redemption in
     part, the Trust shall not be required to (i) issue, or register the
     transfer of or exchange of, any Trust Preferred Security during a period
     beginning at the opening of business 15 days before the mailing of the
     notice of redemptions of Trust Preferred Securities and ending at the close
     of business on the date of such mailing or (ii) register the transfer of or
     exchange of any Trust Preferred Securities so selected for redemption, in
     whole or in part, except for the unredeemed portion of any Trust Preferred
     Securities being redeemed in part.

          SECTION 7.3 Conversion.

          The Holders of Trust Securities, subject to the limitations set forth
in this Section 7.3, shall have the right at any time following the Closing Date
and ending on the Conversion Expiration Date, at their option, to cause the
Conversion Agent to convert Trust Securities, on behalf of the converting
Holders, into shares of Common Stock of the Company in the manner described
herein on and subject to the following terms and conditions:

               (i) The Trust Securities will be convertible into fully paid and
          nonassessable shares of Common Stock of the Company pursuant to the
          Holder's direction to the Conversion Agent to exchange such Trust
          Securities for a portion of the Subordinated Debentures, and
          immediately to convert such amount of Subordinated Debentures into
          fully paid and nonassessable shares of Common Stock of the Company at
          an initial rate of 1.6207 shares of Common Stock for each Trust
          Security (which is equivalent to a conversion price of $30.85
          principal amount of Subordinated Debentures per share of Company
          Common Stock), subject to certain adjustments set forth in the
          Subordinated Indenture (as so adjusted, the "Conversion Price").

               (ii) In order to convert Trust Securities into Company Common
          Stock, the Holder of such Trust Securities shall submit to the
          Conversion Agent an irrevocable Notice of Conversion to convert Trust
          Securities on behalf of such Holder, together, if the Trust Securities
          are in certificated form, with such certificates. The Notice of
          Conversion shall (i) set forth the number of Trust Securities to be
          converted and the name or names, if other than the Holder, in which
          the shares of Company Common Stock should be issued and (ii) direct
          the Conversion Agent (a) to exchange such Trust Securities for a
          portion of the Subordinated Debentures held by the Property Trustee
          having an aggregate principal amount equal to the Liquidation Amount
          of the Trust Securities surrendered for conversion and (b) to
          immediately convert such Subordinated Debentures, on behalf of such
          Holder, into Company Common Stock and, if applicable, other
          securities, cash or property (at the Conversion Price specified in the
          preceding paragraph). The Conversion Agent shall notify the Property

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          Trustee of the Holder's election to exchange Trust Securities for a
          portion of the Subordinated Debentures held by the Property Trustee
          and the Property Trustee shall, upon receipt of such notice, deliver
          to the Conversion Agent the appropriate principal amount of
          Subordinated Debentures for exchange in accordance with this Section.
          The Conversion Agent shall thereupon notify the Sponsor of the
          Holder's election to convert such Subordinated Debentures into shares
          of Company Common Stock. Holders of Trust Securities at the close of
          business on a relevant record date for a Distribution will be entitled
          to receive the Distribution paid on such Trust Securities on the
          corresponding Distribution date notwithstanding the conversion of such
          Trust Securities following such relevant record date but prior to such
          Distribution date. Except as provided above, neither the Trust nor the
          Sponsor will make, or be required to make, any payment, allowance or
          adjustment upon any conversion on account of any accumulated and
          unpaid Distributions, whether or not in arrears, accrued on the Trust
          Securities surrendered for conversion, or on account of any
          accumulated and unpaid dividends on the shares of Company Common Stock
          issued upon such conversion. Trust Securities shall be deemed to have
          been converted immediately prior to the close of business on the day
          on which an irrevocable Notice of Conversion relating to such Trust
          Securities is received by the Conversion Agent in accordance with the
          foregoing provision (the "Conversion Date"). The Person or Persons
          entitled to receive the Company Common Stock issuable upon conversion
          of the Subordinated Debentures shall be treated for all purposes as
          the record holder or holders of such Company Common Stock on the
          Conversion Date. As promptly as practicable on or after the Conversion
          Date, the Sponsor shall issue and deliver (or cause the transfer agent
          for the Company Common Stock to deliver) at the office of the
          Conversion Agent a certificate or certificates for the number of full
          shares of Company Common Stock issuable upon such conversion, together
          with the cash payment, if any, in lieu of any fraction of any share to
          the Person or Persons entitled to receive the same, unless otherwise
          directed by the Holder in the Notice of Conversion, and the Conversion
          Agent shall distribute such certificate or certificates to such Person
          or Persons.

               (iii) Each Holder of a Trust Security by its acceptance thereof
          initially appoints The Bank of New York not in its individual capacity
          but solely as conversion agent (the "Conversion Agent") for the
          purpose of effecting the conversion of Trust Securities in accordance
          with this Section 7.3. In effecting the conversion and transactions
          described in this Section 7.3, the Conversion Agent shall be acting as
          agent of the Holders of Trust Securities directing it to effect such
          conversion transactions. The Conversion Agent is hereby authorized (i)
          to exchange Trust Securities from time to time for Subordinated
          Debentures held by the Trust in connection with the conversion of such
          Trust Securities in accordance with this Section 7.3 and (ii) to
          convert all or a portion of the Subordinated Debentures so exchanged
          into Company Common Stock and thereupon to deliver such shares of
          Company Common Stock in accordance with the provisions of this Section
          and to deliver to the Property Trustee any new

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          Subordinated Debenture or Debentures for any resulting unconverted
          principal amount delivered to the Conversion Agent by the Debenture
          Trustee.

               (iv) No fractional shares of Company Common Stock will be issued
          as a result of conversion, but, in lieu thereof, such fractional
          interest will be paid in cash by the Sponsor to the Conversion Agent
          in an amount equal to the Closing Price of such fractional share on
          the Conversion Date, and the Conversion Agent will in turn make such
          payment to the Holder or Holders of Trust Securities so converted.

               (v) Nothing in this Section 7.3 shall limit the requirement of
          the Trust to withhold taxes pursuant to the terms of the Trust
          Securities or as set forth in this Declaration or otherwise require
          the Property Trustee or the Trust to pay any amounts on account of
          such withholdings.

               (vi) In the event of the exchange of any Trust Security in part
          only in connection with a conversion pursuant to this Section 7.3, a
          new Trust Security or Trust Securities for the unexchanged portion
          thereof will be issued in the name of the Holder thereof upon the
          cancellation of the Trust Security exchanged in part in accordance
          with Section 10.9 of this Declaration or if such Trust Security is
          represented by a Global Certificate, the Property Trustee shall note
          thereon the reduction in the number of Trust Securities evidenced
          thereby as a result of such exchange.

               (vii) Notwithstanding any provision to the contrary contained in
          this Declaration, the Conversion Agent shall not convert any Trust
          Securities if, after giving effect to such conversion, in excess of
          25% the Common Stock of the Company would be owned by Persons who are
          not citizens of the United States or the Company would otherwise be in
          violation of the restriction on ownership of the Company's securities
          by Persons who are not citizens of the United States contained in the
          U.S. Shipping Act, 1916, and all amendments thereto as codified in 46
          U.S.C.ss.ss. 801, et seq. and all regulations promulgated thereunder.
          The Sponsor will provide the Conversion Agent with notice at any time
          when the conversion of any or all outstanding Trust Preferred
          Securities would not be permitted pursuant to this Section 7.3(vii).
          If Trust Preferred Securities which a Holder desires to convert may
          not be converted pursuant to this Section 7.3(vii), the Conversion
          Agent shall give notice to such Holder of such fact and such Trust
          Preferred Securities shall not be converted into Common Stock. The
          Conversion Agent shall give such Holder notice at such time as the
          Trust Preferred Securities proposed to be converted by such Holder may
          be converted pursuant to this Section 7.3(viii).

               (viii) Notwithstanding any provision to the contrary contained in
          this Declaration, the Company shall not convert any Common Trust
          Securities unless, after giving effect to such conversion, the Company
          continues to own Common


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          Trust Securities having an aggregate Liquidation Amount representing
          at least 3% of the aggregate Liquidation Amount of all outstanding
          Trust Securities.

          SECTION 7.4 Trust Special Event Exchange or Redemption.

          (a)  If a Trust Special Event shall occur and be continuing, the
     Property Trustee and the Administrative Trustees shall direct the
     Conversion Agent to exchange all outstanding Trust Securities for
     Subordinated Debentures having an unpaid principal amount equal to the
     aggregate Liquidation Amount of the Trust Securities to be exchanged and to
     dissolve the Trust; provided, however, that, in the case of a Trust Tax
     Event, the Sponsor shall have the right to (i) direct that less than all,
     or none, as appropriate, of the Trust Securities be so exchanged if and for
     so long as the Sponsor shall have elected to pay any Additional Sums such
     that the net amounts received by Holders of Trust Securities not so
     exchanged in respect of Distributions are not reduced as a result of such
     Trust Tax Event, and shall not have revoked any such election or failed to
     make such payments or (ii) cause the Trust Securities to be redeemed in the
     manner set forth below. If at any time after February 19, 2003, a Trust Tax
     Event shall occur or be continuing, the Sponsor shall have the right,
     subject to the provisions of the Subordinated Indenture, upon not less than
     30 nor more than 60 days' notice, to redeem the Subordinated Debentures, in
     whole or in part, for cash. Promptly following such redemption, Trust
     Securities with an aggregate Liquidation Amount equal to the aggregate
     unpaid principal amount of the Subordinated Debentures so redeemed will be
     redeemed by the Trust at the Optional Redemption Price on a pro rata basis,
     except as provided for in Section 9.2(b).

          (b)  Notice of any exchange pursuant to this Section 7.4 (an "Exchange
     Notice") of the Trust Securities, which Exchange Notice shall be
     irrevocable, will be given by the Property Trustee by first-class mail to
     the Sponsor and to each record Holder of Trust Securities to be exchanged
     not less than 30 nor more than 60 days prior to the date fixed for exchange
     thereof. The Sponsor shall notify the Property Trustee of such exchange at
     least 15 days prior to the latest date that the Property Trustee must give
     such notice. For purposes of the calculation of the date of exchange and
     the dates on which notices are given pursuant to this paragraph (b), an
     Exchange Notice shall be deemed to be given on the day such notice is first
     mailed by first-class mail, postage prepaid, to each Holder. Each Exchange
     Notice shall be addressed to each Holder of Trust Securities at the address
     of such Holder appearing in the books and records of the Trust. Each
     Exchange Notice shall state: (A) the exchange date; (B) the aggregate
     Liquidation Amount of the Trust Securities to be exchanged and the
     aggregate principal amount of the Subordinated Debentures to be so
     exchanged therefor; (C) that on the exchange date the Trust Securities to
     be so exchanged shall be exchanged for Subordinated Debentures bearing
     interest accruing from and including the last date to which Distributions
     have been made on the Trust Securities and that Distributions on the Trust
     Securities so exchanged will cease to accumulate on and after said date;
     and (D) the identity of the Conversion Agent, if any, and the place or
     places where the Trust Securities to be exchanged are to be surrendered in
     exchange for Subordinated Debentures. No defect in


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     the Exchange Notice or in the mailing thereof with respect to any Trust
     Security shall affect the validity of the exchange proceedings for any
     other Trust Security.

          (c)  In the event that fewer than all the outstanding Trust Preferred
     Securities are to be exchanged, then, on the exchange date, (i) if all of
     the outstanding Trust Preferred Securities are represented by Definitive
     Trust Preferred Securities Certificates, the particular Trust Preferred
     Securities to be exchanged will be selected by the Property Trustee from
     the outstanding Trust Preferred Securities not previously called for
     redemption or exchange on a pro rata basis (based on Liquidation Amounts),
     (ii) if all of the outstanding Trust Preferred Securities are represented
     by Book-Entry Interests, the Property Trustee shall provide for the
     selection for exchange of a portion of the Global Certificate representing
     the Book-Entry Interests on a pro rata basis (based on Liquidation Amounts)
     and (iii) if Outstanding Trust Securities are represented by both
     Definitive Trust Preferred Securities Certificate and Book-Entry Interests,
     the Property Trustee shall select the portion of the Global Certificate
     representing the Book- Entry Interests and the particular outstanding Trust
     Preferred Securities represented by Definitive Preferred Securities
     Certificates to be exchanged on a pro rata basis (based on Liquidation
     Amounts). In the case of clause (ii) or (iii) above, the particular
     Book-Entry Interests to be exchanged shall be selected in accordance with
     the applicable rules and procedures for the Clearing Agency in whose name,
     or whose nominee's name, such Global Certificate is then held. Any Trust
     Preferred Securities Certificate that is to be exchanged only in part shall
     be surrendered with due endorsement or by a written instrument of transfer
     fully executed by the Holder thereof (or its attorney duly authorized in
     writing) and the Trust shall prepare and deliver to such Holder, without
     service charge, a new Trust Preferred Securities Certificate or
     Certificates in aggregate stated Liquidation Amount equal to, and in
     exchange for, the unredeemed portion of the Trust Preferred Securities
     Certificate so surrendered. The Trust Common Securities shall be exchanged
     in a manner similar to that described for Trust Preferred Securities
     represented by Definitive Trust Preferred Securities Certificates.

          (d)  In the event of an exchange pursuant to this Section 7.4, on the
     date fixed for any such exchange, (i) if the Trust Preferred Securities are
     represented by Book-Entry Interests, the Clearing Agency or its nominee, as
     the record Holder of the Trust Preferred Securities, will exchange through
     the Conversion Agent the Global Certificate representing the Trust
     Preferred Securities to be exchanged for a registered Global Certificate or
     certificates representing the Subordinated Debentures to be delivered upon
     such exchange, (ii) if the Trust Preferred Securities are represented by
     Definitive Trust Preferred Securities Certificates, the certificates
     representing the Trust Preferred Securities to be so exchanged will be
     deemed to represent Subordinated Debentures having a principal amount equal
     to the aggregate stated Liquidation Amount of such Subordinated Preferred
     Securities until such certificates are presented to the Conversion Agent
     for exchange for definitive certificates representing Subordinated
     Debentures and (iii) all rights of the Holders of the Trust Preferred
     Securities so exchanged will cease, except for the right of such Holders to
     receive Subordinated Debentures. The Trust Common Securities shall be
     exchanged in a manner similar to that described for Trust Preferred
     Securities represented by Definitive Trust Preferred Securities
     Certificates.

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          (e)  Each Holder, by becoming a party to this Declaration pursuant to
     Section 15.4 of this Declaration, will be deemed to have agreed to be bound
     by these exchange provisions in regard to the exchange of Trust Securities
     for Subordinated Debentures pursuant to the terms described above.

          (f)  Nothing in this Section 7.4 shall limit the requirement of the
     Trust to withhold taxes pursuant to the terms of the Trust Securities or as
     set forth in this Declaration or otherwise require the Property Trustee or
     the Trust to pay any amounts on account of such withholdings.

          SECTION 7.5 Payment Procedures.

          Payments in respect of the Trust Preferred Securities shall be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the books and records of the Trust, or, at the election of the Trust,
by wire transfer to the account maintained by the Person entitled thereto
(notice of which account has been given by such Person to the Property Trustee
in writing) or, if the Trust Preferred Securities are held by a Clearing Agency,
such Distributions shall be made to the Clearing Agency in immediately available
funds, in accordance with the applicable depository agreement on the applicable
Distribution dates or Redemption Dates. Payments, if any, in respect of the
Trust Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holder of the Trust Common Securities.

          SECTION 7.6 Tax Reporting, Etc.

          The Administrative Trustees shall prepare (or cause to be prepared),
at the Sponsor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect of
the Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared or filed) Form 1041 or the appropriate Internal
Revenue Service form required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Holder a Form 1099 or the appropriate Internal Revenue
Service form required to be furnished to such Holder or the information required
to be provided on such form. The Administrative Trustees shall provide the
Sponsor and the Property Trustee with a copy of all such returns, reports and
schedules promptly after such filing or furnishing. The Trustees shall comply
with United States federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to Holders under
the Trust Securities.

          SECTION 7.7 Payment of Additional Sums by the Property Trustee.

          Upon receipt under the Subordinated Debentures of Additional Sums the
Property Trustee, upon receipt of written notice from the Sponsor or the
Administrative Trustees, shall promptly pay from such Additional Sums any taxes,
duties or governmental charges of whatsoever nature (other than withholding
taxes) imposed on the Trust by the United States or any other taxing authority.

          SECTION 7.8 Payments under Indenture.

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          Any amount payable hereunder to any Holder of Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder (or a related Trust Preferred Security Beneficial Owner) has directly
received pursuant to the Subordinated Indenture in accordance with the terms of
Section 8.2(c) hereof.

                                  ARTICLE VIII

                          ISSUANCE OF TRUST SECURITIES

          SECTION 8.1 Designation and General Provisions Regarding Trust
Securities.

          (a)  The Administrative Trustees shall on behalf of the Trust issue
     one class of preferred securities representing undivided preferred
     beneficial interests in the assets of the Trust and one class of common
     securities representing undivided subordinated beneficial interests in the
     assets of the Trust as follows:

               (i) Trust Preferred Securities. 2,300,000 7% Trust Convertible
          Preferred Securities of the Trust (including 300,000 7% Trust
          Convertible Preferred Securities subject to issuance upon exercise of
          the Over-Allotment Option) with an aggregate Liquidation Amount with
          respect to the assets of the Trust of One Hundred Million Dollars
          ($100,000,000), (One Hundred Fifteen Million Dollars ($115,000,000) if
          the Over-Allotment Option is exercised in full) and a Liquidation
          Amount with respect to the assets of the Trust of $50 per trust
          preferred security, are hereby designated for the purpose of
          identification only as 7% Trust Convertible Preferred Securities (the
          "Trust Preferred Securities"). The Trust Preferred Security
          Certificates evidencing the Trust Preferred Securities shall be
          substantially in the form of Exhibit A-1 to the Declaration, with such
          changes and additions thereto or deletions therefrom as may be
          required by ordinary usage, custom or practice or to conform to the
          rules of any stock exchange on which the Trust Preferred Securities
          are listed.

               (ii) Trust Common Securities. 71,135 7% Trust Convertible Common
          Securities of the Trust (including 9,279 7% Trust Convertible Common
          Securities subject to issuance if the Over-Allotment Option is
          exercised in full) with an aggregate Liquidation Amount with respect
          to the assets of the Trust of Three Million Ninety Two Thousand Eighty
          Hundred Dollars (($3,092,800) (Three Million Five Hundred Fifty Six
          Thousand Seven Hundred Fifty Dollars ($3,556,750) if the
          Over-Allotment Option is exercised in full) and a Liquidation Amount
          with respect to the assets of the Trust of $50 per trust common
          security, are hereby designated for the purposes of identification
          only as 7% Trust Convertible Common Securities (the "Trust Common
          Securities"). The Trust Common Security Certificates evidencing the
          Trust Common Securities shall be substantially in the form of Exhibit
          A-2 to the Declaration, with such changes and additions thereto or
          deletions therefrom as may be required by ordinary usage, custom or
          practice.


                                       47
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               (iii) All Trust Securities issued by the Trust shall be deemed to
          have been issued on the Closing Date.

          (b)  Except as provided in Section 9.2(b) of this Declaration, the
     Trust Preferred Securities rank pari passu, and payment thereon shall be
     made Pro Rata, with the Trust Common Securities. The Trust shall issue no
     securities or other interests in the assets of the Trust other than the
     Trust Preferred Securities and the Trust Common Securities.

          (c)  Any Administrative Trustee shall sign the Trust Securities for
     the Trust by manual or facsimile signature. In case any Administrative
     Trustee of the Trust who shall have signed any of the Trust Securities
     shall cease to be an Administrative Trustee before the Certificates so
     signed shall be delivered by the Trust, such Certificates nevertheless may
     be delivered as though the person who signed such Certificates had not
     ceased to be such Administrative Trustee; and any Certificate may be signed
     on behalf of the Trust by such persons who, at the actual date of execution
     of such Trust Security, shall be the Administrative Trustees of the Trust,
     although at the date of the execution and delivery of the Declaration any
     such person was not such an Administrative Trustee. Certificates shall be
     printed, lithographed or engraved or may be produced in any other manner as
     is reasonably acceptable to the Administrative Trustees, as evidenced by
     their execution thereof, and may have such letters, numbers or other marks
     of identification or designation and such legends or endorsements as the
     Administrative Trustees may deem appropriate, or as may be required to
     comply with any law or with any rule or regulation of any stock exchange on
     which Trust Securities may be listed, or to conform to usage.

          A Trust Preferred Security shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. Such
signature shall conclusively evidence that the Trust Security has been
authenticated under this Declaration.

          Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Trust Preferred Securities
for original issue. The aggregate Liquidation Amount of Trust Securities
outstanding at any time shall not exceed the Liquidation Amount set forth in
Section 8.1(a).

          The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Trust Preferred Securities. An authenticating agent
may authenticate Trust Preferred Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate of the
Sponsor.

          (d)  The consideration received by the Trust for the issuance of the
     Trust Securities shall constitute a contribution to the capital of the
     Trust and shall not constitute a loan to the Trust.


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          (e)  Upon issuance of the Trust Securities as provided in this
     Declaration, the Trust Securities so issued shall be deemed to be validly
     issued, fully paid and non-assessable.

          (f)  Every Person, by virtue of having become a Holder or a Trust
     Preferred Security Beneficial Owner in accordance with the terms of this
     Declaration, shall be deemed to have expressly assented and agreed to the
     terms of, and shall be bound by, this Declaration.

          SECTION 8.2 Voting Rights of Trust Preferred Securities.

          (a)  Except as provided under Sections 6.7(a), this Article VIII and
     Article XIII and as otherwise required by the Business Trust Act, the Trust
     Indenture Act and other applicable law, the Holders of the Trust Preferred
     Securities will have no voting rights.

          (b)  Subject to the requirement of the Property Trustee obtaining an
     Opinion of Counsel in certain circumstances set forth in Section 8.2(d)
     below, 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 Property Trustee,
     or direct the exercise of any trust or power conferred upon the Property
     Trustee under the Declaration, including the right to direct the Property
     Trustee, as Holder of the Subordinated Debentures, to (i) exercise the
     remedies available to it under the Subordinated Indenture as a Holder of
     the Subordinated Debentures or (ii) consent to any amendment, modification,
     or termination of the Subordinated Indenture or the Subordinated Debentures
     where such consent shall be required; provided, however, that where a
     consent or action under the Subordinated Indenture would require the
     consent or act of the Holders of more than a majority of the outstanding
     principal amount of the Subordinated Debentures affected thereby, only the
     Holders of the percentage of the aggregate stated Liquidation Amount of the
     Trust Preferred Securities which is at least equal to such required
     percentage of the principal amount of Subordinated Debentures may direct
     the Property Trustee to give such consent or take such action; provided
     further, however, that (subject to the provisions of Section 3.9) the
     Property Trustee shall have the right to decline to follow any such
     direction if the Property Trustee, being advised by counsel, determines
     that the action or proceeding so directed may not lawfully be taken or if
     the Property Trustee, in good faith, by its board of directors 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 Property Trustee in personal liability.

          (c)  If the Property Trustee fails to enforce its rights under the
     Subordinated Indenture after a Holder of Trust Preferred Securities has
     made a written request, such Holder of Trust Preferred Securities may, to
     the fullest extent permitted by law, institute a legal proceeding directly
     against the Company, to enforce the Property Trustee's rights under the
     Subordinated Indenture without first instituting any legal proceeding
     against the Property Trustee or any other person or entity. Notwithstanding
     the foregoing, if a

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     Trust Enforcement Event has occurred and is continuing and such event is
     attributable to the failure of the Company to make any required payment
     when due on the Subordinated Debentures, then a Holder of Trust Preferred
     Securities may directly institute a proceeding against the Company for
     enforcement of payment to such Holder of principal amount of or interest on
     the Subordinated Debentures having a principal amount equal to the
     aggregate Liquidation Amount of the Trust Preferred Securities of such
     Holder after the respective due date specified in the Subordinated
     Debentures. In the case of such direct action, the rights of the Company
     will be subrogated to the rights of any Holder of Trust Preferred
     Securities to the extent of any payment made by the Company to such Holder
     of Trust Preferred Securities as a result of such direct action.

          (d)  The Property Trustee shall notify all Holders of the Trust
     Preferred Securities of any notice of any Trust Enforcement Event received
     from the Company with respect to the Subordinated Debentures. Except with
     respect to directing the time, method, and place of conducting a proceeding
     for a remedy, the Property Trustee shall be under no obligation to take any
     of the actions described in Section 8.2(b)(i) and (ii) above unless the
     Property Trustee has obtained an Opinion of Counsel (which counsel shall be
     independent tax counsel) to the effect that as a result of such action, the
     Trust will not be taxable as a corporation for United States federal income
     tax purposes and that after such action each Holder will continue to be
     treated as owning an undivided beneficial interest in the Subordinated
     Debentures.

          (e)  In the event the consent of the Property Trustee, as the Holder
     of the Subordinated Debentures, is required under the Subordinated
     Indenture with respect to any amendment, modification or termination of the
     Subordinated Indenture, the Property Trustee shall request the direction of
     the Holders of the Trust Securities with respect to such amendment,
     modification or termination and shall vote with respect to such amendment,
     modification or termination as directed by a Majority in Liquidation Amount
     of the Trust Securities voting together as a single class; provided,
     however, that where a consent under the Subordinated Indenture would
     require the consent of the Holders of more than a majority of the aggregate
     principal amount of the Subordinated Debentures, the Property Trustee may
     only give such consent at the direction of the Holders of at least the same
     proportion in aggregate stated Liquidation Amount of the Trust Securities.
     The Property Trustee shall not take any such action in accordance with the
     directions of the Holders of the Trust Securities unless the Property
     Trustee has obtained an Opinion of Counsel to the effect that, as a result
     of such action, the Trust will not be classified as other than a grantor
     trust for United States federal income tax purposes.

          (f)  Any required approval or direction of Holders of Trust Preferred
     Securities may be given at a separate meeting of Holders of Trust Preferred
     Securities convened for such purpose, at a meeting of all the Holders of
     Trust Securities or pursuant to written consent (without the need for prior
     notice). In accordance with Section 13.2, the Administrative Trustees will
     cause a notice of any meeting at which Holders of Trust Preferred
     Securities are entitled to vote to be mailed to each Holder of Trust
     Preferred Securities. Each such notice will include a statement setting
     forth the following information: (i) the date of such meeting; (ii) a
     description of any resolution proposed for

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     adoption at such meeting on which such Holders are entitled to vote; and
     (iii) instructions for the delivery of proxies or consents.

          (g)  No vote or consent of the Holders of Trust Preferred Securities
     will be required for the Trust to redeem and cancel Trust Preferred
     Securities or distribute Subordinated Debentures in accordance with the
     Declaration.

          (h)  Notwithstanding that Holders of Trust Preferred Securities are
     entitled to vote or consent under any of the circumstances described above,
     any of the Trust Preferred Securities that are beneficially owned at such
     time by the Company or any entity directly or indirectly controlled by, or
     under direct or indirect common control with, the Company, shall not be
     entitled to vote or consent and shall, for purposes of such vote or
     consent, be treated as if such Trust Preferred Securities were not
     outstanding, except for Trust Preferred Securities purchased or acquired by
     the Company or its Affiliates in connection with transactions effected by
     or for the account of customers of the Company or any of its subsidiaries
     or in connection with the distribution or trading of such Trust Preferred
     Securities; provided, however, that Persons (other than Affiliates of the
     Company) to whom the Company or any of its subsidiaries have pledged Trust
     Preferred Securities may vote or consent with respect to such pledged Trust
     Preferred Securities pursuant to the terms of such pledge.

          (i)  Holders of the Trust Preferred Securities will have no rights to
     appoint or remove the Administrative Trustees, who may be appointed,
     removed or replaced solely by the Company, as the Holder of all the Trust
     Common Securities.

          SECTION 8.3 Voting Rights of Trust Common Securities.

          (a)  Except as provided under this Section 8.3 or as otherwise
     required by the Business Trust Act, the Trust Indenture Act or other
     applicable law or provided by the Declaration, the Holders of the Trust
     Common Securities will have no voting rights.

          (b)  The Holders of the Trust Common Securities are entitled, in
     accordance with Article VI of this Declaration, to vote to appoint, remove
     or replace any Trustee or to increase or decrease the number of Trustees.

          (c)  Subject to Section 2.6 of the Declaration and only after all
     Trust Enforcement Events with respect to the Trust Preferred Securities
     have been cured, waived, or otherwise eliminated and subject to the
     requirement of the Property Trustee obtaining an Opinion of Counsel in
     certain circumstances set forth in this paragraph (c), the Holders of a
     Majority in Liquidation Amount of the Trust Common Securities have the
     right to direct the time, method and place of conducting any proceeding for
     any remedy available to the Property Trustee, or direct the exercise of any
     trust or power conferred upon the Property Trustee under the Declaration,
     including the right to direct the Property Trustee, as Holder of the
     Subordinated Debentures, to exercise the remedies available to it under the
     Subordinated Indenture as a Holder of the Subordinated Debentures;
     provided, however, that (subject to the provisions of Section 3.9) the

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     Property Trustee shall have the right to decline to follow any such
     direction if the Property Trustee, being advised by counsel, determines
     that the action or proceeding so directed may not lawfully be taken or if
     the Property Trustee, in good faith, by its board of directors 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 Property Trustee in personal liability. Except
     with respect to directing the time, method and place of conducting a
     proceeding for a remedy, the Property Trustee shall be under no obligation
     to take any of the actions described above in this Section 8.3(c) unless
     the Property Trustee has obtained an Opinion of Counsel (which counsel
     shall be independent tax counsel) to the effect that, as a result of such
     action, for United States federal income tax purposes the Trust will not be
     taxable as a corporation for United States federal income tax purposes and
     each Holder will be treated as owning an undivided beneficial ownership
     interest in the Subordinated Debentures and Trust Guarantees.

          (d)  If the Property Trustee fails to enforce its rights under the
     Subordinated Debentures after a Holder of Trust Common Securities has made
     a written request, such Holder of Trust Common Securities may, to the
     fullest extent permitted by law, institute a legal proceeding directly
     against the Company to enforce the Property Trustee's rights under the
     Subordinated Debentures without first instituting any legal proceeding
     against the Property Trustee or any other person or entity.

          (e)  Any required approval or direction of Holders of Trust Common
     Securities may be given at a separate meeting of Holders of Trust Common
     Securities convened for such purpose, at a meeting of all the Holders of
     Trust Securities or pursuant to written consent (without the need for prior
     notice). In accordance with Section 13.2, the Administrative Trustees will
     cause a notice of any meeting at which Holders of Trust Common Securities
     are entitled to vote to be mailed to each Holder of record of Trust Common
     Securities. Each such notice will include a statement setting forth the
     following information: (i) the date of such meeting; (ii) a description of
     any resolution proposed for adoption at such meeting on which such Holders
     are entitled to vote; and (iii) instructions for the delivery of proxies or
     consents.

          (f)  No vote or consent of the Holders of the Trust Common Securities
     shall be required for the Trust to redeem and cancel Trust Common
     Securities or to distribute Subordinated Debentures in accordance with the
     Declaration and the terms of the Trust Securities.

          SECTION 8.4 Paying Agent.

          In the event that the Trust Preferred Securities are not in book-entry
only form, the Trust shall maintain in the Borough of Manhattan, City of New
York, State of New York, an office or agency where the Trust Preferred
Securities may be presented for payment ("Paying Agent"). The Trust may appoint
the Paying Agent and may appoint one or more additional paying agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent. The Trust may change any Paying Agent without prior
notice to

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any Holder. The Trust shall notify the Property Trustee of the name and address
of any Paying Agent not a party to this Declaration. If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent. The
Bank of New York shall initially act as Paying Agent for the Trust Preferred
Securities and the Trust Common Securities.

          SECTION 8.5 Listing.

          The Sponsor shall use its reasonable commercial efforts to cause the
Trust Preferred Securities to be listed for trading on the Nasdaq National
Market System.

          SECTION 8.6 Acceptance of Trust Guarantees.

          Each Holder of Trust Preferred Securities and Trust Common Securities,
by the acceptance thereof, agrees to the provisions of the applicable Trust
Guarantees, including the subordination provisions therein.

                                   ARTICLE IX

                           DISSOLUTION AND LIQUIDATION
                                  OF THE TRUST

          SECTION 9.1 Dissolution of Trust.

          (a)  The Trust shall dissolve:

               (i) upon the bankruptcy of the Holder of Trust Common Securities
          or the Sponsor;

               (ii) (A) upon the filing of a certificate of dissolution or its
          equivalent with respect to the Sponsor, (B) by obtaining the consent
          of at least a Majority in Liquidation Amount of the Trust Securities,
          voting together as a single class, or (C) upon the revocation of the
          Sponsor's charter and the expiration of 90 days after the date of
          revocation without a reinstatement thereof;

               (iii) upon the entry of a decree of judicial dissolution of the
          Sponsor or the Trust;

               (iv) when all of the Trust Securities shall have been called for
          redemption and the amounts necessary for redemption thereof shall have
          been paid to the Holders in accordance with the terms of the Trust
          Securities;

               (v) upon the election of the Administrative Trustees, following
          the occurrence and continuation of a Trust Special Event, pursuant to
          which the Trust shall give the Exchange Notice in accordance with
          Section 7.4(b) and all of the Subordinated Debentures shall have been
          distributed to the Holders of Trust Securities in exchange for all of
          the Trust Securities;

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               (vi) before the issuance of any Trust Securities, with the
          consent of all of the Administrative Trustees and the Sponsor;

               (vii) upon the distribution of the Subordinated Debentures to the
          Holders of the Trust Securities, if the Sponsor has given written
          instruction to the Property Trustee to dissolve the Trust (which
          direction may be given in the sole discretion of the Sponsor); or

               (viii) upon the conversion of all of the Trust Securities in
          accordance with Section 7.3.

          (b)  As soon as is practicable after the occurrence of an event
     referred to in Section 9.1(a), the Administrative Trustees shall file a
     certificate of cancellation with the Secretary of State of the State of
     Delaware.

          (c)  The provisions of Section 3.9 and Article XI shall survive the
     termination of the Trust.

          SECTION 9.2 Liquidation Distribution Upon Dissolution of the Trust.

          (a)  In the event of any voluntary or involuntary dissolution of the
     Trust (each a "Trust Liquidation"), the Holders of the Trust Preferred
     Securities will be entitled to receive, out of the assets of the Trust
     available for distribution to Holders of Trust Securities after
     satisfaction of the Trust's liabilities and creditors, distributions in
     cash or other immediately available funds in an amount equal to the
     aggregate of the stated Liquidation Amount of $50 per Trust Security plus
     accumulated and unpaid Distributions thereon to the date of payment (such
     amount being the "Trust Liquidation Distribution"), unless, in connection
     with such Trust Liquidation, Subordinated Debentures shall be distributed
     (as provided in Section 9.1(a)) on a Pro Rata basis to the Holders of the
     Trust Securities in exchange for such Trust Securities.

          (b)  If, upon any such Trust Liquidation, the Trust Liquidation
     Distribution can be paid only in part because the Trust has insufficient
     assets available to pay in full the aggregate Trust Liquidation
     Distribution, then the amounts payable directly by the Trust on the Trust
     Securities shall be paid on a Pro Rata basis. The Holders of the Trust
     Common Securities will be entitled to receive distributions upon any such
     Trust Liquidation Pro Rata with the Holders of the Trust Preferred
     Securities; provided, however, that if on any Distribution Date or
     Redemption Date a Debenture Event of Default shall have occurred and be
     continuing, no payment of any Distribution on, or the Redemption Price or
     Optional Redemption Price of, any Trust Common Security, and no other
     payment on account of the redemption, liquidation or other acquisition of
     Trust Common Securities, shall be made unless payment in full in cash of
     all accumulated and unpaid Distributions on all outstanding Trust Preferred
     Securities for all Distribution periods terminating on or prior thereto, or
     in the case of payment of the Redemption Price or Optional Redemption Price
     the full amount of such Redemption Price or Optional Redemption Price on
     all outstanding Trust Preferred Securities, shall have been made or

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     provided for, and all funds immediately available to the Property Trustee
     shall first be applied to the payment in full in cash of all Distributions
     on, or the Redemption Price or Optional Redemption Price of, Trust
     Preferred Securities then due and payable.

                                   ARTICLE X

                              TRANSFER OF INTERESTS

          SECTION 10.1 Transfer and Exchange of Trust Securities.

          (a)  Trust Securities may only be transferred, in whole or in part, in
     accordance with the terms and conditions set forth in this Declaration and
     in the terms of the Trust Securities. To the fullest extent permitted by
     law, any transfer or purported transfer of any Trust Security not made in
     accordance with this Declaration shall be null and void.

          (b)  Subject to this Article X, Trust Preferred Securities shall be
     freely transferable.

          (c)  Except in connection with mergers, acquisitions, consolidations
     or other transactions provided for in the Subordinated Indenture and the
     pledge of Common Securities by the Sponsor to secure indebtedness, to the
     fullest extent permitted by law, any attempted transfer of the Common
     Securities shall be void.

          (d)  At the option of the Holder, Trust Securities of any class
     (except a Global Security) may be exchanged for other Trust Securities of
     the same class, and of a like aggregate Liquidation Amount and tenor, upon
     surrender of the Trust Securities to be exchanged at the office of the
     Registrar. Whenever any Trust Securities are so surrendered for exchange,
     the Administrative Trustees shall execute, and the Property Trustee shall
     authenticate and deliver, the Trust Securities which the Holder making the
     exchange is entitled to receive.

          SECTION 10.2 Transfer of Certificates.

          The Administrative Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Administrative Trustees
may require) in respect of any tax or other government charges that may be
imposed in relation to it. Upon surrender for registration of transfer of any
Certificate, the Administrative Trustees shall cause one or more new
Certificates to be issued in the name of the designated transferee or
transferees. Every Certificate surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the
Administrative Trustees and the Property Trustee duly executed by the Holder or
such Holder's attorney duly authorized in writing which written instrument of
transfer, in the case of Trust Preferred Securities, shall state whether the
Person to whom the such Trust Preferred Securities are being transferred is a
citizen of the United States. Each Certificate surrendered for registration of
transfer shall be canceled by the Property Trustee. A transferee of a
Certificate shall be entitled to the rights and subject to the obligations of a
Holder hereunder

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   64

upon the receipt by such transferee of a Certificate. By acceptance of a
Certificate, each transferee shall be deemed to have agreed to be bound by this
Declaration.

          SECTION 10.3 Deemed Security Holders.

          The Trustees may treat the Person in whose name any Certificate shall
be registered on the books and records of the Trust as the sole Holder of such
Certificate and of the Trust Securities represented by such Certificate for
purposes of receiving Distributions and for all other purposes whatsoever
(except as provided in Section 7.1(e)) and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Certificate or in
the Trust Securities represented by such Certificate on the part of any Person,
whether or not the Trust shall have actual or other notice thereof.

          SECTION 10.4 Book Entry Interests.

          The Trust Preferred Securities Certificates, on original issuance,
will be issued in the form of one or more fully registered, global Trust
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Trust Preferred Security
Beneficial Owner will receive a definitive Trust Preferred Security Certificate
representing such Trust Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 10.7. Unless and until
definitive, fully registered Trust Preferred Security Certificates (the
"Definitive Trust Preferred Security Certificates") have been issued to the
Trust Preferred Security Beneficial Owners pursuant to Section 10.7:

          (a)  the provisions of this Section 10.4 shall be in full force and
     effect;

          (b)  the Trust and the Trustees shall be entitled to deal with the
     Clearing Agency for all purposes of this Declaration (including the payment
     of Distributions on the Global Certificates and receiving approvals, votes
     or consents hereunder) as the Holder of the Trust Preferred Securities and
     the sole Holder of the Global Certificates and shall have no obligation to
     the Trust Preferred Security Beneficial Owners;

          (c)  to the extent that the provisions of this Section 10.4 conflict
     with any other provisions of this Declaration, the provisions of this
     Section 10.4 shall control; and

          (d)  the rights of the Trust Preferred Security Beneficial Owners
     shall be exercised only through the Clearing Agency and shall be limited to
     those established by law and agreements between such Trust Preferred
     Security Beneficial Owners and the Clearing Agency and/or the Clearing
     Agency Participants and the Clearing Agency shall receive and transmit
     payments of Distributions on the Global Certificates to such Clearing
     Agency Participants. The Clearing Agency will make book entry transfers
     among the Clearing Agency Participants; provided, that solely for the
     purposes of determining whether the Holders of the requisite amount of
     Trust Preferred Securities have voted on any matter provided for in this
     Declaration, so long as Definitive Trust Preferred Security Certificates
     have not been issued, the Trustees may conclusively rely

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   65

     on, and shall be fully protected in relying on, any written instrument
     (including a proxy) delivered to the Trustees by the Clearing Agency
     setting forth the Trust Preferred Security Beneficial Owners' votes or
     assigning the right to vote on any matter to any other Persons either in
     whole or in part.

          SECTION 10.5 Notices to Clearing Agency.

          Whenever a notice or other communication to the Trust Preferred
Security Holders is required under this Declaration, unless and until Definitive
Trust Preferred Security Certificates shall have been issued to the Trust
Preferred Security Beneficial Owners pursuant to Section 10.7, the Trustee or
Trustees required or authorized to give any such notice or communication shall
give all such notices and communications specified herein to be given to the
Trust Preferred Security Holders to the Clearing Agency, and shall have no
notice obligations to the Trust Preferred Security Beneficial Owners.

          SECTION 10.6 Appointment of Successor Clearing Agency.

          If any Clearing Agency elects to discontinue, or becomes ineligible to
continue, its services as securities depositary with respect to the Trust
Preferred Securities, the Administrative Trustees may, in their sole discretion,
appoint a successor Clearing Agency with respect to such Trust Preferred
Securities.

          SECTION 10.7 Definitive Trust Preferred Security Certificates.

          If:

          (a)  a Clearing Agency elects to discontinue, or becomes ineligible to
     continue, its services as securities depositary with respect to the Trust
     Preferred Securities and a successor Clearing Agency is not appointed
     within 90 days after such discontinuance or ineligibility pursuant to
     Section 10.6, or

          (b)  the Administrative Trustees elect after consultation with the
     Sponsor to terminate the book entry system through the Clearing Agency with
     respect to the Trust Preferred Securities, or

          (c)  there is a Trust Enforcement Event,

          then:

          (d)  Definitive Trust Preferred Security Certificates shall be
     prepared by the Administrative Trustees on behalf of the Trust with respect
     to such Trust Preferred Securities; and

          (e)  upon surrender of the Global Certificates by the Clearing Agency,
     accompanied by registration instructions, the Administrative Trustees shall
     cause Definitive Trust Preferred Security Certificates to be delivered to
     Trust Preferred Security Beneficial Owners in accordance with the
     instructions of the Clearing Agency. Neither

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         the Trustees nor the Trust shall be liable for any delay in delivery of
         such instructions and each of them may conclusively rely on and shall
         be fully protected in relying on, said instructions of the Clearing
         Agency. The Definitive Trust Preferred Security Certificates shall be
         printed, lithographed or engraved or may be produced in any other
         manner as is reasonably acceptable to the Administrative Trustees, as
         evidenced by their execution thereof, and may have such letters,
         numbers or other marks of identification or designation and such
         legends or endorsements as the Administrative Trustees may deem
         appropriate, or as may be required to comply with any law or with any
         rule or regulation made pursuant thereto or with any rule or regulation
         of any stock exchange on which Trust Preferred Securities may be
         listed, or to conform to usage.

                   SECTION 10.8 Mutilated, Destroyed, Lost or Stolen
Certificates.

                   If:

                   (a) any mutilated Certificate should be surrendered to the
         Property Trustee, or if the Property Trustee shall receive evidence to
         its satisfaction of the destruction, loss or theft of any Certificate;
         and

                   (b) there shall be delivered to the Administrative Trustees
         and the Property Trustee such security or indemnity as may be required
         by them to keep each of them harmless, then, in the absence of notice
         that such Certificate shall have been acquired by a bona fide
         purchaser, any Administrative Trustee on behalf of the Trust shall
         execute and the Property Trustee shall authenticate and deliver, in
         exchange for or in lieu of any such mutilated, destroyed, lost or
         stolen Certificate, a new Certificate of like denomination. In
         connection with the issuance of any new Certificate under this Section
         10.8, the Administrative Trustees or the Property Trustee may require
         the payment of a sum sufficient to cover any tax or other governmental
         charge that may be imposed in connection therewith. Any duplicate
         Certificate issued pursuant to this Section shall constitute conclusive
         evidence of an ownership interest in the relevant Trust Securities, as
         if originally issued, whether or not the lost, stolen or destroyed
         Certificate shall be found at any time.

                   SECTION 10.9 Cancellation.

                   All Trust Preferred Securities surrendered for payment,
redemption, transfer or exchange shall, if surrendered to any Person other than
the Property Trustee, be delivered to the Property Trustee and shall be promptly
canceled by it. A Holder may at any time deliver to the Property Trustee for
cancellation any Trust Preferred Securities previously authenticated and
delivered hereunder, which the Holder may have acquired in any manner
whatsoever, and all Trust Preferred Securities so delivered shall be promptly
canceled by the Property Trustee. No Trust Securities shall be authenticated in
lieu of or in exchange for any Trust Securities canceled as provided in this
Section, except as expressly permitted by this Declaration. All canceled Trust
Preferred Securities held by the Property Trustee shall be disposed of in
accordance with its customary procedures.




                                       58
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                   SECTION 10.10 Appointment of Registrar and Transfer Agent.

                   The Administrative Trustees hereby appoint the Property
Trustee, The Bank of New York, as registrar and transfer agent with respect to
the Trust Securities.

                   SECTION 10.11 Legends on Certificates. Any Global
Certificate, any Definitive Trust Preferred Security Certificate and any
certificate representing Trust Common Securities shall contain the following
legend:

                   UNDER CERTAIN CIRCUMSTANCES THE TRUST SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE CONVERTIBLE INTO COMMON STOCK OF AMERICAN CLASSIC
VOYAGES CO. (THE "COMPANY"). THE COMPANY OPERATES CERTAIN VESSELS IN THE UNITED
STATES COASTWISE TRADES IN COMPLIANCE WITH THE SHIPPING ACT OF 1916, AS AMENDED
("SHIPPING ACT"). THE SHIPPING ACT REQUIRES THAT NOT MORE THAN 25% OF THE
COMPANY'S CAPITAL STOCK MAY BE OWNED OR CONTROLLED BY FOREIGN CITIZENS, AS SUCH
TERM IS DEFINED BELOW. A "FOREIGN CITIZEN" IS ANY PERSON (INCLUDING AN
INDIVIDUAL, A PARTNERSHIP, A CORPORATION, OR AN ASSOCIATION) WHO IS NOT A UNITED
STATES CITIZEN. FOR THE PURPOSES HEREOF, A UNITED STATES CITIZEN IS DEFINED AS
FOLLOWS: (1) AN INDIVIDUAL IS A UNITED STATES CITIZEN IF SUCH INDIVIDUAL IS SO
CHARACTERIZED UNDER THE LAWS OF THE UNITED STATES, (2) A PARTNERSHIP IS A UNITED
STATES CITIZEN IF ALL ITS GENERAL PARTNERS ARE UNITED STATES CITIZENS, AND AT
LEAST 75% OF THE EQUITY INTEREST IN THE PARTNERSHIP IS OWNED BY UNITED STATES
CITIZENS, (3) AN ASSOCIATION IS A UNITED STATES CITIZEN IF EACH OF ITS MEMBERS
IS A UNITED STATES CITIZEN, (4) A TRUST IS A UNITED STATES CITIZEN IF EACH OF
ITS TRUSTEES IS A UNITED STATES CITIZEN, EACH BENEFICIARY WITH AN ENFORCEABLE
INTEREST IN THE TRUST IS A UNITED STATES CITIZEN, AND AT LEAST 75% OF THE EQUITY
INTEREST IN THE TRUST IS OWNED BY UNITED STATES CITIZENS, (5) A CORPORATION IS A
UNITED STATES CITIZEN IF (A) IT IS ORGANIZED AND EXISTING UNDER THE LAWS OF THE
UNITED STATES OR ANY STATE, TERRITORY, DISTRICT, OR POSSESSION THEREOF, (B) ITS
PRESIDENT OR OTHER CHIEF EXECUTIVE OFFICER AND THE CHAIRMAN OF ITS BOARD OF
DIRECTORS ARE UNITED STATES CITIZENS, (C) NO MORE OF ITS DIRECTORS THAN A
MINORITY OF THE NUMBER NECESSARY TO CONSTITUTE A QUORUM ARE INDIVIDUALS WHO ARE
NOT UNITED STATES CITIZENS, (D) 75% OR MORE OF ITS ISSUED AND OUTSTANDING
CAPITAL STOCK, AND, IF IT IS A SUBSIDIARY, 75% OR MORE OF THE ISSUED AND
OUTSTANDING CAPITAL STOCK OF EACH OF ITS CORPORATE PARENTS INCLUDING THE
ULTIMATE CORPORATE PARENT, IS REGISTERED IN THE NAME OF AND BENEFICIALLY OWNED
AND CONTROLLED BY UNITED STATES CITIZENS, AND (E) BY NO MEANS WHATSOEVER IS
CONTROL OF THE COMPANY CONFIRMED UPON OR PERMITTED TO BE EXERCISED BY ANY PERSON
WHO IS NOT A UNITED STATES CITIZEN.



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                   UNDER THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE
COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY IS AUTHORIZED TO ESTABLISH, FROM
TIME TO TIME, AS A CONDITION TO THE ISSUANCE OR TRANSFER OF SHARES OF THE
COMPANY TO OR FOR THE BENEFIT OF A FOREIGN CITIZEN, THE MINIMUM PERCENTAGE OF
THE TOTAL OUTSTANDING SHARES OF THE COMPANY WHICH SHALL BE OWNED BY UNITED
STATES CITIZENS, WHICH MINIMUM PERCENTAGE MAY, IN THE DISCRETION OF THE BOARD OF
DIRECTORS, EXCEED THE MINIMUM PERCENTAGE REQUIRED BY THE SHIPPING ACT.

                   THE COMPANY WILL ADVISE THE PROPERTY TRUSTEE WHEN NO PROPOSED
CONVERSION OF TRUST SECURITIES SHALL BE MADE. THE COMPANY WILL SO ADVISE THE
PROPERTY TRUSTEE IF THE STOCK RECORDS OF THE COMPANY DISCLOSE IMMEDIATELY PRIOR
TO THE TIME OF SUCH PROPOSED CONVERSION THAT (1) THE MINIMUM PERCENTAGE OF
OUTSTANDING SHARES OF VOTING STOCK OF ANY CLASS OF THE COMPANY ALLOWED TO BE
OWNED BY FOREIGN CITIZENS HAS BEEN MET OR HAS BEEN EXCEEDED, OR (2) THE MAXIMUM
PERCENTAGE OF OUTSTANDING SHARES OF VOTING STOCK OF ANY CLASS OF THE COMPANY
ALLOWED TO BE OWNED BY FOREIGN CITIZENS WOULD BE EXCEEDED AS A RESULT OF SUCH
PROPOSED CONVERSION

                   THE COMPANY WILL FURNISH TO ANY HOLDER OF TRUST SECURITIES,
UPON REQUEST AND WITHOUT CHARGE, COPIES OF THE APPLICABLE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION, BY-LAWS, AND ANY APPLICABLE RESOLUTIONS OF THE
BOARD OF DIRECTORS ADOPTED FOR THE PURPOSE OF IMPLEMENTING THE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION OR BY-LAWS NOTED ABOVE. ANY SUCH REQUEST MAY BE
ADDRESSED TO THE SECRETARY OF THE COMPANY.



                                   ARTICLE XI

                           LIMITATION OF LIABILITY OF
                           HOLDERS OF TRUST SECURITIES
                               TRUSTEES OR OTHERS

                   SECTION 11.1 Liability.

                   (a) Except as expressly set forth in this Declaration and the
         Trust Guarantees, the Sponsor and the Trustees shall not be:

                       (i) personally liable for the return of any portion of
                   the capital contributions (or any return thereon) of the
                   Holders of the Trust Securities, which shall be made solely
                   from assets of the Trust; or


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                       (ii) required to pay to the Trust or to any Holder of
                   Trust Securities any deficit upon dissolution of the Trust or
                   otherwise.

                   (b) Pursuant to Section 3803(a) of the Business Trust Act,
         the Holders of the Trust Securities shall be entitled to the same
         limitation of personal liability extended to shareholders of private
         corporations for profit organized under the General Corporation Law of
         the State of Delaware.

                   SECTION 11.2 Exculpation.

                   (a) No Company Indemnified Person shall be liable,
         responsible or accountable in damages or otherwise to the Trust or any
         Covered Person for any loss, damage or claim incurred by reason of any
         act or omission performed or omitted by such Company Indemnified Person
         in good faith on behalf of the Trust and in a manner such Company
         Indemnified Person reasonably believed to be within the scope of the
         authority conferred on such Company Indemnified Person by this
         Declaration or by law, except that a Company Indemnified Person shall
         be liable for any such loss, damage or claim incurred by reason of such
         Company 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 Trust and upon such information,
         opinions, reports or statements presented to the Trust 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 Trust, 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 Securities might properly be paid.

                   SECTION 11.3 Fiduciary Duty.

                   (a) To the extent that, at law or in equity, an Indemnified
         Person has duties (including fiduciary duties) and liabilities relating
         thereto to the Trust or to any other Covered Person, an Indemnified
         Person acting under this Declaration shall not be liable to the Trust
         or to any other Covered Person for its good faith reliance on the
         provisions of this Declaration. The provisions of this Declaration, to
         the extent that they restrict the duties and liabilities of an
         Indemnified Person otherwise existing at law or in equity (other than
         the duties imposed on the Property Trustee under the Trust Indenture
         Act), are agreed by the parties hereto to replace such other duties and
         liabilities of such Indemnified Person.

                   (b) Unless otherwise expressly provided herein:

                       (i) whenever a conflict of interest exists or arises
                   between an Indemnified Person and any Covered Person; or





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                       (ii) whenever this Declaration or any other agreement
                   contemplated herein or therein provides that an Indemnified
                   Person shall act in a manner that is, or provides terms that
                   are, fair and reasonable to the Trust or any Holder of Trust
                   Securities.

                  The Indemnified Person shall resolve such conflict of
                  interest, take such action or provide such terms, considering
                  in each case the relative interest of each party (including
                  its own interest) to such conflict, agreement, transaction or
                  situation and the benefits and burdens relating to such
                  interests, any customary or accepted industry practices, and
                  any applicable generally accepted accounting practices or
                  principles. In the absence of bad faith by the Indemnified
                  Person, the resolution, action or term so made, taken or
                  provided by the Indemnified Person shall not constitute a
                  breach of this Declaration or any other agreement contemplated
                  herein or of any duty or obligation of the Indemnified Person
                  at law or in equity or otherwise.

                   (c) Whenever in this Declaration an Indemnified Person is
         permitted or required to make a decision:

                       (i) in its "discretion" or under a grant of similar
                   authority, the Indemnified Person shall be entitled to
                   consider such interests and factors as it desires, including
                   its own interests, and shall have no duty or obligation to
                   give any consideration to any interest of or factors
                   affecting the Trust or any other Person; or

                       (ii) in its "good faith" or under another express
                   standard, the Indemnified Person shall act under such express
                   standard and shall not be subject to any other or different
                   standard imposed by this Declaration or by applicable law.

                   SECTION 11.4 Indemnification.

                   (a) (i) To the fullest extent permitted by applicable law,
         the Sponsor shall indemnify and hold harmless any Company Indemnified
         Person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the Trust) by reason of the fact that he is or
         was a Company Indemnified Person against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the Trust,
         and, with respect to any criminal action or proceeding, had no
         reasonable cause to believe his conduct was unlawful. The termination
         of any action, suit or proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent, shall
         not, of itself, create a presumption that the Company Indemnified
         Person did not act in good faith and in a manner which he reasonably
         believed to be in or not opposed to the best




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interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

                       (i) The Sponsor shall indemnify, to the fullest extent
                   permitted by law, any Company Indemnified Person who was or
                   is a party or is threatened to be made a party to any
                   threatened, pending or completed action or suit by or in the
                   right of the Trust to procure a judgment in its favor by
                   reason of the fact that he is or was a Company Indemnified
                   Person against expenses (including attorneys' fees) actually
                   and reasonably incurred by him in connection with the defense
                   or settlement of such action or suit if he acted in good
                   faith and in a manner he reasonably believed to be in or not
                   opposed to the best interests of the Trust and except that no
                   such indemnification shall be made in respect of any claim,
                   issue or matter as to which such Company Indemnified Person
                   shall have been adjudged to be liable to the Trust unless and
                   only to the extent that the Court of Chancery of Delaware or
                   the court in which such action or suit was brought shall
                   determine upon application that, despite the adjudication of
                   liability but in view of all the circumstances of the case,
                   such person is fairly and reasonably entitled to indemnity
                   for such expenses which such Court of Chancery or such other
                   court shall deem proper.

                       (ii) To the extent that a Company Indemnified Person
                   shall be successful on the merits or otherwise (including
                   dismissal of an action without prejudice or the settlement of
                   an action without admission of liability) in defense of any
                   action, suit or proceeding referred to in paragraphs (i) and
                   (ii) of this Section 11.4(a), or in defense of any claim,
                   issue or matter therein, he shall be indemnified, to the
                   fullest extent permitted by law, against expenses (including
                   attorneys' fees) actually and reasonably incurred by him in
                   connection therewith.

                       (iii) Any indemnification under paragraphs (i) and (ii)
                   of this Section 11.4(a) (unless ordered by a court) shall be
                   made by the Sponsor only as authorized in the specific case
                   upon a determination that indemnification of the Company
                   Indemnified Person is proper in the circumstances because he
                   has met the applicable standard of conduct set forth in
                   paragraphs (i) and (ii). Such determination shall be made (1)
                   by the Administrative Trustees by a majority vote of a quorum
                   consisting of such Administrative Trustees who were not
                   parties to such action, suit or proceeding, (2) if such a
                   quorum is not obtainable, or, even if obtainable, if a quorum
                   of disinterested Administrative Trustees so directs, by
                   independent legal counsel in a written opinion, or (3) by the
                   Holder of the Trust Common Securities.

                       (iv) Expenses (including attorneys' fees) incurred by a
                   Company Indemnified Person in defending a civil, criminal,
                   administrative or investigative action, suit or proceeding
                   referred to in paragraphs (i) and (ii) of this Section
                   11.4(a) shall be paid by the Sponsor in advance of the final
                   disposition of such action, suit or proceeding upon receipt
                   of an undertaking by or on behalf of such Company Indemnified
                   Person to repay such amount if it shall ultimately be



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                   determined that he is not entitled to be indemnified by the
                   Sponsor as authorized in this Section 11.4(a).
                   Notwithstanding the foregoing, no advance shall be made by
                   the Sponsor if a determination is reasonably and promptly
                   made (i) by the Administrative Trustees by a majority vote of
                   a quorum of disinterested Administrative Trustees, (ii) if
                   such a quorum is not obtainable, or, even if obtainable, if a
                   quorum of disinterested Administrative Trustees so directs,
                   by independent legal counsel in a written opinion or (iii)
                   the Holder of the Trust Common Securities, that, based upon
                   the facts known to the Administrative Trustees, counsel or
                   the Holder of the Trust Common Securities at the time such
                   determination is made, such Company Indemnified Person acted
                   in bad faith or in a manner that such person did not believe
                   to be in or not opposed to the best interests of the Trust,
                   or, with respect to any criminal proceeding, that such
                   Company Indemnified Person believed or had reasonable cause
                   to believe his conduct was unlawful. In no event shall any
                   advance be made in instances where the Administrative
                   Trustees, independent legal counsel or the Holder of the
                   Trust Common Securities reasonably determine that such person
                   deliberately breached his duty to the Trust or Holders of
                   Trust Securities.

                       (v) The indemnification and advancement of expenses
                   provided by, or granted pursuant to, the other paragraphs of
                   this Section 11.4(a) shall not be deemed exclusive of any
                   other rights to which those seeking indemnification and
                   advancement of expenses may be entitled under any agreement,
                   vote of shareholders or disinterested directors of the
                   Sponsor or Holders of the Trust Preferred Securities or
                   otherwise, both as to action in his official capacity and as
                   to action in another capacity while holding such office. All
                   rights to indemnification under this Section 11.4(a) shall be
                   deemed to be provided by a contract between the Sponsor and
                   each Company Indemnified Person who serves in such capacity
                   at any time while this Section 11.4(a) is in effect. Any
                   repeal or modification of this Section 11.4(a) shall not
                   affect any rights or obligations then existing.

                       (vi) The Sponsor or the Trust may purchase and maintain
                   insurance on behalf of any person who is or was a Company
                   Indemnified Person against any liability asserted against him
                   and incurred by him in any such capacity, or arising out of
                   his status as such, whether or not the Sponsor would have the
                   power to indemnify him against such liability under the
                   provisions of this Section 11.4(a).

                       (vii) For purposes of this Section 11.4(a), references to
                   "the Trust" shall include, in addition to the resulting or
                   surviving entity, any constituent entity (including any
                   constituent of a constituent) absorbed in a consolidation or
                   merger, so that any person who is or was a director, trustee,
                   officer or employee of such constituent entity, or is or was
                   serving at the request of such constituent entity as a
                   director, trustee, officer, employee or agent of another
                   entity, shall stand in the same position under the provisions
                   of this Section 11.4(a) with respect to the resulting or
                   surviving entity as he would have with respect to such
                   constituent entity if its separate existence had continued.



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                       (viii) The indemnification and advancement of expenses
                   provided by, or granted pursuant to, this Section 11.4(a)
                   shall, unless otherwise provided when authorized or ratified,
                   continue as to a Person who has ceased to be a Company
                   Indemnified Person and shall inure to the benefit of the
                   heirs, executors and administrators of such a Person.

                   (b) To the fullest extent permitted by law, the Sponsor
         agrees to indemnify the (i) Property Trustee, (ii) the Delaware
         Trustee, (iii) any Affiliate of the Property Trustee and the Delaware
         Trustee, and (iv) any officers, directors, shareholders, members,
         partners, employees, representatives, custodians, nominees or agents of
         the Property Trustee and the Delaware Trustee (each of the Persons in
         (i) through (iv) being referred to as a "Fiduciary Indemnified Person")
         for, and to hold each Fiduciary Indemnified Person harmless against,
         any and all loss, damage, claim, liability or expense including taxes
         (other than taxes based on the income of the Property Trustee or
         Delaware Trustee) incurred without negligence or willful misconduct on
         the part of the Property Trustee or Delaware Trustee 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 Sponsor, 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 obligation to indemnify as set forth in this
         Section 11.4(b) shall survive the dissolution of the Trust and the
         termination of this Declaration.

                   SECTION 11.5 Outside Businesses.

                   Any Covered Person, the Sponsor, the Delaware Trustee and the
         Property Trustee (subject to Section 6.3(c)) may engage in or possess
         an interest in other business ventures of any nature or description,
         independently or with others, similar or dissimilar to the business of
         the Trust, and the Trust and the Holders of Trust Securities shall have
         no rights by virtue of this Declaration in and to such independent
         ventures or the income or profits derived therefrom, and the pursuit of
         any such venture, even if competitive with the business of the Trust,
         shall not be deemed wrongful or improper. No Covered Person, the
         Sponsor, the Delaware Trustee, nor the Property Trustee shall be
         obligated to present any particular investment or other opportunity to
         the Trust even if such opportunity is of a character that, if presented
         to the Trust, could be taken by the Trust, and any Covered Person, the
         Sponsor, the Delaware Trustee and the Property Trustee shall have the
         right to take for its own account (individually or as a partner or
         fiduciary) or to recommend to others any such particular investment or
         other opportunity. Any Covered Person, the Delaware Trustee and the
         Property Trustee may engage or be interested in any financial or other
         transaction with the Sponsor or any Affiliate of the Sponsor, or may
         act as depositary for, trustee or agent for, or act on any committee or
         body of Holders of, securities or other obligations of the Sponsor or
         its Affiliates.

                                  ARTICLE XII

                                   ACCOUNTING



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                   SECTION 12.1 Fiscal Year.

                   The fiscal year ("Fiscal Year") of the Trust shall be the
         calendar year.

                   SECTION 12.2 Certain Accounting Matters.

                   (a) At all times during the existence of the Trust, the
         Administrative Trustees shall keep, or cause to be kept, full books of
         account, records and supporting documents, which shall reflect in
         reasonable detail, each transaction of the Trust. The books of account
         shall be maintained on the accrual method of accounting, in accordance
         with generally accepted accounting principles, consistently applied.
         The books of account and the records of the Trust shall be examined by
         and reported upon as of the end of each Fiscal Year of the Trust by a
         firm of independent certified public accountants selected by the
         Administrative Trustees.

                   (b) The Administrative Trustees shall cause to be duly
         prepared and delivered to each of the Holders of Trust Securities, any
         annual United States federal income tax information statement, required
         by the Code, containing such information with regard to the Trust
         Securities held by each Holder as is required by the Code and the
         Treasury Regulations. Notwithstanding any right under the Code to
         deliver any such statement at a later date, the Administrative Trustees
         shall endeavor to deliver all such statements within 30 days after the
         end of each Fiscal Year of the Trust.

                   (c) The Administrative Trustees shall cause to be duly
         prepared and filed with the appropriate taxing authority, an annual
         United States federal income tax return, on a Form 1041 or such other
         form required by United States federal income tax law, and any other
         annual income tax returns required to be filed by the Administrative
         Trustees on behalf of the Trust with any state or local taxing
         authority.

                   SECTION 12.3 Banking.

                  The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Subordinated Debentures held by the Property Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Account.

                   SECTION 12.4 Withholding.

                  The Trust and the Administrative Trustees shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a





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Holder, shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any authority with respect to distributions or allocations to any
Holder, the amount withheld shall be deemed to be a distribution in the amount
of the withholding to the Holder. In the event of any claim over withholding,
Holders shall be limited to an action against the applicable jurisdiction. If
the amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding. Notwithstanding anything herein to the contrary, the Trust and the
Administrative Trustees shall, absent receipt of an opinion of nationally
recognized tax counsel to the contrary, withhold thirty-one percent (31%) (or
such other rate as may be imposed as a result of an amendment to the Code or
such lower rate as may be imposed under an applicable income tax treaty) on the
gross amount of any Distributions on Trust Preferred Securities held by a Holder
that is not a "United States person" within the meaning of Section 7701(a)(30)
of the Code.

                                  ARTICLE XIII

                             AMENDMENTS AND MEETINGS

                   SECTION 13.1 Amendments.

                   (a) Except as otherwise provided in this Declaration or by
         any applicable terms of the Trust Securities, this Declaration may be
         amended by a written instrument approved and executed by:

                       (i) the Administrative Trustees (or, if there are more
                   than two Administrative Trustees, a majority of the
                   Administrative Trustees);

                       (ii) if the amendment affects the rights, powers, duties,
                   obligations or immunities of the Property Trustee, the
                   Property Trustee; and

                       (iii) if the amendment affects the rights, powers,
                   duties, obligations or immunities of the Delaware Trustee,
                   the Delaware Trustee.

                   (b) No amendment shall be made, and any such purported
         amendment shall be void and ineffective:

                       (i) unless, in the case of any proposed amendment, the
                   Property Trustee shall have first received an Officers'
                   Certificate and an Opinion of Counsel from each of the Trust
                   and the Sponsor that such amendment is permitted by, and
                   conforms to, the terms of this Declaration; and

                       (ii) to the extent the result of such amendment would be
                   to:

                             (A) cause the Trust to fail to continue to be
                       classified for purposes of United States federal income
                       taxation as a grantor trust;

                             (B) cause the Trust to be taxable as a corporation;





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                             (C) reduce or otherwise adversely affect the powers
                       of the Property Trustee in contravention of the Trust
                       Indenture Act; or

                             (D) cause the Trust to be deemed to be an
                       Investment Company required to be registered under the
                       1940 Act.

                   (c) In the event the consent of the Property Trustee, as the
         Holder of the Subordinated Debentures, is required under the
         Subordinated Indenture with respect to any amendment, modification or
         termination of the Subordinated Indenture or the Subordinated
         Debentures, the Property Trustee shall request the direction of the
         Holders of the Trust Securities with respect to such amendment,
         modification or termination and shall vote with respect to such
         amendment, modification or termination as directed by a Majority in
         Liquidation Amount of the Trust Securities voting together as a single
         class; provided, however, that where a consent under the Subordinated
         Indenture would require the consent of a Super Majority of the Holders
         of Subordinated Debentures the Property Trustee may only give such
         consent at the direction of the Holders of at least the proportion in
         Liquidation Amount of the Trust Securities which the relevant Super
         Majority represents of the aggregate principal amount of the
         Subordinated Debentures outstanding; provided, further, that the
         Property Trustee shall not be obligated to take any action in
         accordance with the directions of the Holders of the Trust Securities
         under this Section 13.1(c) unless the Property Trustee
         has obtained an Opinion of Counsel (which counsel shall be independent
         tax counsel) to the effect that for United States federal income tax
         purposes the Trust will continue to be classified as a grantor trust
         after consummation of such action and each Holder will be treated as
         owning an undivided beneficial ownership interest in the Subordinated
         Debentures.

                   (d) At such time after the Trust has issued any Trust
         Securities that remain outstanding, any amendment that would (i)
         adversely affect the powers, preferences or special rights of the Trust
         Securities or (ii) provide for the dissolution, winding-up or
         termination of the Trust other than pursuant to the terms of this
         Declaration, may be effected only with the approval of the Holders of
         at least a Majority in Liquidation Amount of the Trust Securities
         affected thereby; provided, that if any amendment or proposal referred
         to in clause (i) hereof would adversely affect only the Trust Preferred
         Securities or the Trust Common Securities, then only the affected class
         will be entitled to vote on such amendment or proposal and such
         amendment or proposal shall not be effective except with the approval
         of a Majority in Liquidation Amount of such class of Trust Securities.

                   (e) Section 11.1(b) and this Section 13.1 shall not be
         amended without the consent of all of the Holders of the Trust
         Securities.

                   (f) Article IV shall not be amended without the consent of
         the Holders of a Majority in Liquidation Amount of the Trust Common
         Securities.

                   (g) The rights of the Holders of the Trust Common Securities
         under Article VI to increase or decrease the number of, and appoint and
         remove, Trustees shall not be




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         amended without the consent of the Holders of a Majority in Liquidation
         Amount of the Trust Common Securities.

                   (h) Notwithstanding Section 13.1(c), this Declaration may be
         amended by the Administrative Trustees without the consent of the
         Holders of the Trust Securities:

                       (i) to cure any ambiguity;

                       (ii) to correct or supplement any provision in this
                   Declaration that may be defective or inconsistent with any
                   other provision of this Declaration, or to make any other
                   provisions with respect to matters or questions arising under
                   this Declaration that shall not be inconsistent with the
                   other provisions of this Declaration;

                       (iii) to add to the covenants, restrictions or
                   obligations of the Sponsor;

                       (iv) to conform to any change in the 1940 Act or written
                   change in interpretation or application of the rules and
                   regulations promulgated thereunder by any legislative body,
                   court, government agency or regulatory authority;

                       (v) to conform to any change in the Trust Indenture Act
                   or written change in interpretation or application of the
                   rules and regulations promulgated thereunder by any
                   legislative body, court, government agency or regulatory
                   authority; or

                       (vi) to modify, eliminate and add to any provision of
                   this Declaration to such extent as may be necessary;
                   provided, that such amendments do not have a material adverse
                   effect on the rights, preferences or privileges of the
                   Holders.

                   SECTION 13.2 Meetings of the Holders of Trust Securities;
Action by Written Consent.

                   (a) Meetings of the Holders of any class of Trust Securities
         may be called at any time by the Administrative Trustees (or as
         otherwise provided in this Declaration) to consider and act on any
         matter on which Holders of such class of Trust Securities are entitled
         to act under the terms of this Declaration, the Trust Guarantees, the
         rules of any stock exchange on which the Trust Preferred Securities are
         listed or admitted for trading, the Business Trust Act or other
         applicable law. The Administrative Trustees shall call a meeting of the
         Holders of such class if directed to do so by the Holders of at least
         10% in Liquidation Amount of such class of Trust Securities. Such
         direction shall be given by delivering to the Administrative Trustees
         one or more notices in a writing stating that the signing Holders of
         Trust Securities wish to call a meeting and indicating the general or
         specific purpose for which the meeting is to be called. Any Holders of
         Trust Securities calling a meeting shall specify in writing the
         Certificates held by the Holders of Trust Securities exercising the
         right to call a meeting and only those Trust Securities specified shall
         be counted for purposes of determining whether the required percentage
         set forth in the second sentence of this paragraph has been met.





                                       69
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                   (b) Except to the extent otherwise provided in the terms of
         the Trust Securities, the following provisions shall apply to meetings
         of Holders of Trust Securities:

                       (i) notice of any such meeting shall be given to all the
                   Holders of Trust Securities having a right to vote thereat at
                   least seven days and not more than 60 days before the date of
                   such meeting. Any action that may be taken at a meeting of
                   the Holders of Trust Securities may be taken without a
                   meeting and without prior notice if a consent in writing
                   setting forth the action so taken is signed by the Holders of
                   Trust Securities owning not less than the minimum amount in
                   Liquidation Amount of Trust Securities that would be
                   necessary to authorize or take such action at a meeting at
                   which all Holders of Trust Securities having a right to vote
                   thereon were present and voting. Prompt notice of the taking
                   of action without a meeting shall be given to the Holders of
                   Trust Securities entitled to vote who have not consented in
                   writing. The Administrative Trustees may specify that any
                   written ballot submitted to the Holder for the purpose of
                   taking any action without a meeting shall be returned to the
                   Trust within the time specified by the Administrative
                   Trustees;

                       (ii) each Holder of a Trust Security may authorize any
                   Person to act for it by proxy on all matters in which a
                   Holder of Trust Securities is entitled to participate,
                   including waiving notice of any meeting, or voting or
                   participating at a meeting. No proxy shall be valid after the
                   expiration of 11 months from the date thereof unless
                   otherwise provided in the proxy. Every proxy shall be
                   revocable at the pleasure of the Holder of Trust Securities
                   executing it. Except as otherwise provided herein, all
                   matters relating to the giving, voting or validity of proxies
                   shall be governed by the DGCL relating to proxies, and
                   judicial interpretations thereunder, as if the Trust were a
                   Delaware corporation and the Holders of the Trust Securities
                   were shareholders of a Delaware corporation;

                       (iii) each meeting of the Holders of the Trust Securities
                   shall be conducted by the Administrative Trustees or by such
                   other Person that the Administrative Trustees may designate;
                   and

                       (iv) unless the Business Trust Act, this Declaration, the
                   Trust Indenture Act, the Trust Guarantees or the listing
                   rules of any stock exchange on which the Trust Preferred
                   Securities are then listed for trading otherwise provides,
                   the Administrative Trustees, in their sole discretion, shall
                   establish all other provisions relating to meetings of
                   Holders of Trust Securities, including notice of the time,
                   place or purpose of any meeting at which any matter is to be
                   voted on by any Holders of Trust Securities, waiver of any
                   such notice, action by consent without a meeting, the
                   establishment of a record date, quorum requirements, voting
                   in person or by proxy or any other matter with respect to the
                   exercise of any such right to vote.


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                                  ARTICLE XIV

                           REPRESENTATIONS OF PROPERTY
                          TRUSTEE AND DELAWARE TRUSTEE

                   SECTION 14.1 Representations and Warranties of Property
Trustee.

                   The Trustee that acts as initial Property Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee (with appropriate changes to clause (a)) that:

                   (a) The Property Trustee is a New York banking corporation
         with trust powers, duly organized, validly existing and in good
         standing under the laws of New York, with trust power and authority to
         execute and deliver, and to carry out and perform its obligations under
         the terms of, the Declaration;

                   (b) The execution, delivery and performance by the Property
         Trustee of the Declaration has been duly authorized by all necessary
         corporate action on the part of the Property Trustee. The Declaration
         has been duly executed and delivered by the Property Trustee and
         constitutes a legal, valid and binding obligation of the Property
         Trustee, enforceable against it in accordance with its terms, subject
         to applicable bankruptcy, reorganization, moratorium, insolvency, and
         other similar laws affecting creditors' rights generally and to general
         principles of equity and the discretion of the court (regardless of
         whether the enforcement of such remedies is considered in a proceeding
         in equity or at law);

                   (c) The execution, delivery and performance of the
         Declaration by the Property Trustee does not conflict with or
         constitute a breach of the charter or By-laws of the Property Trustee;

                   (d) No consent, approval or authorization of, or registration
         with or notice to, any New York or federal banking authority is
         required for the execution, delivery or performance by the Property
         Trustee of this Declaration; and

                   (e) The Property Trustee, pursuant to this Declaration, shall
         hold legal title to, and an ownership interest on behalf of the Holders
         of the Trust Securities, in the Subordinated Debentures and agrees
         that, except as expressly provided or contemplated by this Agreement,
         it will not create, incur or assume, or suffer to exist any mortgage,
         pledge, hypothecation, encumbrance, lien or other charge or security
         interest upon the Subordinated Debentures.

                   SECTION 14.2 Representations and Warranties of Delaware
Trustee.

                  The Trustee that acts as initial Delaware Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Delaware Trustee




                                       71
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represents and warrants to the Trust and the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
that:

                   (a) The Delaware Trustee is a Delaware banking corporation
         duly organized, validly existing and in good standing under the laws of
         the State of Delaware, with power and authority to execute and deliver,
         and to carry out and perform its obligations under the terms of, the
         Declaration;

                   (b) The Delaware Trustee has been authorized to perform its
         obligations under the Trust's certificate of trust and the Declaration.
         The Declaration, under Delaware law, constitutes a legal, valid and
         binding obligation of the Delaware Trustee, enforceable against it in
         accordance with its terms, subject to applicable bankruptcy,
         reorganization, moratorium, insolvency, and other similar laws
         affecting creditors' rights generally and to general principles of
         equity and the discretion of the court (regardless of whether the
         enforcement of such remedies is considered in a proceeding in equity or
         at law);

                   (c) No consent, approval or authorization of, or registration
         with or notice to, any Delaware or federal banking authority is
         required for the execution, delivery or performance by the Delaware
         Trustee of the Declaration; and

                   (d) The Delaware Trustee is an entity which has its principal
         place of business in the State of Delaware.

                                   ARTICLE XV

                                  MISCELLANEOUS

                   SECTION 15.1 Notices.

                   All notices provided for in this Declaration shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

                   (a) if given to the Trust, in care of the Administrative
         Trustees at the Trust's mailing address set forth below (or such other
         address as the Trust may give notice of to the Holders of the Trust
         Securities and the other Trustees):

                        AMCV Capital Trust I
                        c/o American Classic Voyages Co.
                        Two North Riverside Plaza
                        Chicago, Illinois  60606
                        Attention:  Jordan B. Allen

                   (b) if given to the Delaware Trustee, at the mailing address
         set forth below (or such other address as the Delaware Trustee may give
         notice of to the other Trustees):

                        The Bank of New York



                                       72
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                        (Delaware)
                        White Clay Center
                        Route 273
                        Newark, Delaware 19711

                   (c) if given to the Property Trustee, at its Corporate Trust
         Office to the attention of Corporate Trust Trustee Administration (or
         such other address as the Property Trustee may give notice of to the
         Holders of the Trust Securities and the other Trustees).

                   (d) if given to the Holder of the Trust Common Securities, at
         the mailing address of the Sponsor set forth below (or such other
         address as the Holder of the Trust Common Securities may give notice of
         to the Trust and the other Trustees):

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

                   (e) if given to any other Holder, at the address set forth on
         the books and records of the Trust.

                   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 15.2 Governing Law.

                   THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION
OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE
APPLICABLE TO THE PARTIES HEREUNDER OR THIS DECLARATION ANY PROVISION OF THE
LAWS (COMMON OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT
RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE
FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR
SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST
BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY
FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION,
HOLDING OR DISPOSITION OF REAL




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OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR
REFERENCED IN THIS DECLARATION; SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE
SHALL NOT APPLY TO THE TRUST.

                   SECTION 15.3 Intention of the Parties.

                   It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of
the parties.

                   SECTION 15.4 SECTION 15.4 Acceptance of Terms of Declaration,
Trust Guarantees and Subordinated Indenture.

                   THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH
TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION (AND SUCH
HOLDER AND OTHERS SHALL BE DEEMED TO BE A PARTY TO THIS DECLARATION), THE TRUST
GUARANTEES AND THE SUBORDINATED INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS
DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE ON THE TRUST AND SUCH
HOLDER AND SUCH OTHERS.

                   SECTION 15.5 Headings.

                   Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.

                   SECTION 15.6 Successors and Assigns.

                   Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

                   SECTION 15.7 Partial Enforceability.




                                       74
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                   If any provision of this Declaration, or the application of
such provision to any Person or circumstance, shall be held invalid, the
remainder of this Declaration, or the application of such provision to persons
or circumstances other than those to which it is held invalid, shall not be
affected thereby.

                   SECTION 15.8 Counterparts.

                   This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees and a duly authorized officer of the Sponsor
to one of such counterpart signature pages. All of such counterpart signature
pages shall be read as though one, and they shall have the same force and effect
as though all of the signers had signed a single signature page.

                   SECTION 15.9 Consolidations and Mergers.

                   Upon any consolidation of the Sponsor with, or merger of the
Sponsor into, any other Person or any sale, transfer or lease of the properties
and assets of the Sponsor as, or substantially as, an entirety by the Sponsor,
the successor Person formed by such consolidation or into which the Sponsor is
merged or to which such sale, transfer or lease is made shall execute and
deliver to the Property Trustee an instrument of assumption in form satisfactory
to the Property Trustee whereby such successor expressly assumes the due and
punctual performance and observance of all of the covenants and conditions of
this Declaration to be performed by the Sponsor and such successor Person shall
thereupon succeed to, and be substituted for, and may exercise every right and
power of, the Sponsor under this Declaration with the same effect as if such
successor Person had been named originally as the Sponsor herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Declaration.
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 Property Trustee of such
instrument of assumption, the Sponsor shall deliver to the Property 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.





                                       75
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                   IN WITNESS WHEREOF, each of the undersigned has caused these
presents to be executed as of the day and year first above written.

                                       AMERICAN CLASSIC VOYAGES CO.
                                       As Sponsor


                                       By: /s/ Jordan B. Allen
                                          ----------------------------

                                       ADMINISTRATIVE TRUSTEES

                                       /s/ Philip C. Calian
                                       -------------------------------
                                       Philip C. Calian

                                       /s/ Jordan B. Allen
                                       -------------------------------
                                       Jordan B. Allen

                                       /s/ Randall L. Talcott
                                       -------------------------------
                                       Randall L. Talcott


                                       THE BANK OF NEW YORK,
                                       As Property Trustee


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

                                       THE BANK OF NEW YORK (DELAWARE),
                                       As Delaware Trustee


                                       By: /s/ Walter N. Gitlin
                                          ----------------------------
                                          Authorized Signatory


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                                                                     EXHIBIT A-1

Number of Trust Convertible

Preferred Securities: [   ]

TPSI-1

                                                          CUSIP NO.
                                                                   -------------

                  FORM OF TRUST PREFERRED SECURITY CERTIFICATE

                   Under certain circumstances the Trust Securities represented
by this Certificate are convertible into Common Stock of American Classic
Voyages Co. (the "Company"). THE COMPANY operates certain vessels in the United
States coastwise trades in compliance with the Shipping Act of 1916, as amended
("Shipping Act"). The Shipping Act requires that not more than 25% of the
Company's capital stock may be owned or controlled by Foreign Citizens, as such
term is defined below. A "Foreign Citizen" is any person (including an
individual, a partnership, a corporation, or an association) who is not a United
States Citizen. For the purposes hereof, a United States Citizen is defined as
follows: (1) an individual is a United States Citizen if such individual is so
characterized under the laws of the United States, (2) a partnership is a United
States Citizen if all its general partners are United States Citizens, and at
least 75% of the equity interest in the partnership is owned by United States
Citizens, (3) an association is a United States Citizen if each of its members
is a United States Citizen, (4) a trust is a United States Citizen if each of
its trustees is a United States Citizen, each beneficiary with an enforceable
interest in the trust is a United States Citizen, and at least 75% of the equity
interest in the trust is owned by United States Citizens, (5) a corporation is a
United States Citizen if (a) it is organized and existing under the laws of the
United States or any state, territory, district, or possession thereof, (b) its
president or other chief executive officer and the chairman of its board of
directors are United States Citizens, (c) no more of its directors than a
minority of the number necessary to constitute a quorum are individuals who are
not United States Citizens, (d) 75% or more of its issued and outstanding
capital stock, and, if it is a subsidiary, 75% or more of the issued and
outstanding capital stock of each of its corporate parents including the
ultimate corporate parent, is registered in the name of and beneficially owned
and controlled by United States Citizens, and (e) by no means whatsoever is
control of the corporation confirmed upon or permitted to be exercised by any
person who is not a United States Citizen.

                   Under the Certificate of Incorporation and By-Laws of the
Company, the Board of Directors of the Company is authorized to establish, from
time to time, as a condition to the issuance or transfer of shares of the
Company to or for the benefit of a Foreign Citizen, the minimum percentage of
the total outstanding shares of the Company which shall be owned by United
States Citizens, which minimum percentage may, in the discretion of the Board of
Directors, exceed the minimum percentage required by the Shipping Act.

                   The Company will advise the Property Trustee when no proposed
conversion of Trust Securities shall be made. The Company will so advise the
Property Trustee if the stock






                                       77
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records of the Company disclose immediately prior to the time of such proposed
conversion that (1) the minimum percentage of outstanding shares of voting stock
of any class of the Company allowed to be owned by Foreign Citizens has been met
or has been exceeded, or (2) the maximum percentage of outstanding shares of
voting stock of any class of the Company allowed to be owned by Foreign Citizens
would be exceeded as a result of such proposed conversion

                   The Company will furnish to any holder of Trust Securities,
upon request and without charge, copies of the applicable provisions of the
Certificate of Incorporation, By-Laws, and any applicable resolutions of the
Board of Directors adopted for the purpose of implementing the provisions of the
Certificate of Incorporation or By-Laws noted above. Any such request may be
addressed to the Secretary of the Company.

                   [This Trust Preferred Security is a Global Certificate within
the meaning of the Declaration hereinafter referred to and is registered in the
name of The Depository Trust Company (the "Depositary") or a nominee of the
Depositary. This Trust Preferred Security is exchangeable for Trust Preferred
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Trust Preferred Security (other than a transfer of this Trust
Preferred Security as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

                   Unless this Trust Preferred Security is presented by an
authorized representative of The Depository Trust Company (55 Water Street, 49th
Floor, New York, New York 10041), a New York corporation, to AMCV Capital Trust
I or its agent for registration of transfer, exchange, conversion or payment,
and any Trust Preferred Security issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of the
Depositary and any payment hereon is made to Cede & Co. or such other entity as
is requested by an authorized representative of the Depositary, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]*

                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

                                       OF

                              AMCV CAPITAL I TRUST

                    7% TRUST CONVERTIBLE PREFERRED SECURITIES

        (LIQUIDATION AMOUNT $50 PER TRUST CONVERTIBLE PREFERRED SECURITY)

         AMCV CAPITAL TRUST I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that
___________________ (the "Holder") is the

_______________________________
*Insert in Global Certificates





                                       78
   87



registered owner of _________ [or such lesser or greater amount as shall be
noted on the Schedule attached hereto]** preferred securities of the Trust
representing undivided beneficial ownership interests in the assets of the Trust
designated the 7% Trust Convertible Preferred Securities (Liquidation Amount $50
per Trust Convertible Preferred Security) (the "Trust Preferred Securities").
The Trust Preferred Securities are freely transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designation,
rights, powers, privileges, restrictions, preferences and other terms and
provisions of the Trust Preferred Securities represented hereby are set forth
in, issued under and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of February 22,
2000, as the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the meanings given them
in the Declaration. The Holder is entitled to the benefits of the Trust
Preferred Securities Guarantee to the extent provided therein. Each Holder of a
Trust Preferred Security, by acceptance of this Certificate, agrees to treat the
Subordinated Debentures as indebtedness for United States federal income tax
purposes. The Sponsor will provide a copy of the Declaration, the Trust
Preferred Securities Guarantee and the Subordinated Indenture to a Holder
without charge upon written request to the Trust at its principal place of
business.

                   Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                   IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ___ day of __________.

                                       AMCV CAPITAL TRUST I


                                       ------------------------------
                                       As Administrative Trustee




                       (See reverse for additional terms)



________________________________
**Insert in Global Certificates only.





                                       79
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                          CERTIFICATE OF AUTHENTICATION



This is one of the Trust Preferred Securities described in the within-mentioned
Declaration.


                                            THE BANK OF NEW YORK,
                                            AS TRUSTEE


                                            By:
                                               ---------------------------------
                                                     Authorized Signatory


                          [FORM OF REVERSE OF SECURITY]

                   Holders of Trust Preferred Securities shall be entitled to
receive cumulative cash distributions at a rate per annum of 7% of the stated
Liquidation Amount of $50 per Trust Preferred Security. Distributions on the
Trust Preferred Securities shall, from the Closing Date, accumulate and be
cumulative and shall be payable quarterly only to the extent that the Trust has
funds available for the payment of such distributions in the Property Account.
Distributions not paid on the scheduled quarterly payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of 7% per annum. The term "Distributions" as used herein shall mean ordinary
cumulative distributions in respect of each Fiscal Period together with any such
Compounded Distributions. Amounts available to the Trust for distribution to the
holders of the Trust Preferred Securities will be limited to payments received
by the Trust from the Company on the Subordinated Debentures or on the Trust
Preferred Securities Guarantee. If and to the extent that the Company makes a
payment on the Subordinated Debentures held by the Property Trustee or under the
Trust Preferred Securities Guarantee (the amount of any such payment being a
"Payment Amount"), the Trust shall and the Property Trustee is directed, to the
extent funds are available for that purpose, to make a Pro
Rata Distribution of the Payment Amount to Holders.

                   The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period by dividing the annual
Distribution by four, and for any period shorter than a full quarterly
Distribution period on the basis of a 360-day year consisting of twelve 30-day
months.

                   Except as otherwise described herein, Distributions on the
Trust Preferred Securities will be cumulative, will accumulate from the Closing
Date and will be payable quarterly in arrears, on February 15, May 15, August 15
and November 15 of each year, commencing on May 15, 2000, if, as and when
available for payment by the Property Trustee. The Company has the right under
the Subordinated Indenture to defer payments of interest by






                                       80
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extending the interest payment period from time to time on the Subordinated
Debentures for a period not exceeding 20 consecutive quarters (each an
"Extension Period"); provided, that no Extension Period shall last beyond the
date of the maturity or any redemption date of the Subordinated Debentures and,
as a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the rate specified above
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Company may further extend such Extension
Period; provided, that such Extension Period together with all such previous and
further extensions thereof may not exceed 20 consecutive quarters or extend
beyond the maturity or any redemption date of the Subordinated Debentures.

                   Distributions will be payable to the Holders of record of
Trust Preferred Securities as they appear on the books and records of the Trust
on the relevant record dates, which will be the 1st day of the month of the
relevant payment dates (that is, each February 1, May 1, August 1, and November
1). In the event that any date on which Distributions are payable is not a
Business Day, payment of such Distribution shall be made on the next succeeding
day which is a Business Day (without any interest or other payment in respect of
any such delay) except that, if such Business Day falls in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, with the same force and effect as if made on such date. Payments of
accumulated Distributions will be payable to Holders of record of Trust
Preferred Securities as they appear on the books and records of the Trust on the
record date with respect to the payment date for the Trust Preferred Securities
which corresponds to the payment date fixed by the Company with respect to the
payment of amounts due on the Subordinated Debentures.

                   The Trust Preferred Securities shall be redeemable and
convertible as provided in the Declaration.




                                       81
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                                   ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security Certificate to:









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








                    (Insert address and zip code of assignee)

and irrevocably appoints




agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: ______________________

Signature:___________________


(Sign exactly as your name appears on the other side of this Trust Preferred
Security Certificate)




                                       82
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                              NOTICE OF CONVERSION



         To:      The Bank of New York
                  Conversion Agent for AMCV Capital Trust I


                   The undersigned owner of this Trust Preferred Security or
Trust Preferred Securities hereby irrevocably exercises the option to convert
this Trust Preferred Security or Trust Preferred Securities, or the portion
designated below, into Common Stock of American Classic Voyages Co., or its
successor, (the "Common Stock") in accordance with the terms of the Amended and
Restated Declaration of Trust (as amended from time to time, the "Declaration"),
dated as of February 22, 2000, among Philip C. Calian, Jordan B. Allen and
Randall L. Talcott, as Administrative Trustees, The Bank of New York (Delaware)
as Delaware Trustee, The Bank of New York, as Property Trustee, American Classic
Voyages Co., as Sponsor, and the Holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to the Declaration.
Pursuant to the aforementioned exercise of the option to convert the Trust
Preferred Security or Trust Preferred Securities, the undersigned hereby directs
the Conversion Agent (as that term is defined in the Declaration) to (i)
exchange such Trust Preferred Security or Trust Preferred Securities for a
portion of the Subordinated Debentures (as that term is defined in the
Declaration) held by the Trust (at the rate of exchange specified in the
Declaration) and (ii) immediately convert such Subordinated Debentures on behalf
of the undersigned, into Common Stock (at the conversion rate specified in the
Declaration).

                   The undersigned also hereby directs the Conversion Agent that
the shares of Common Stock issuable and deliverable upon conversion, together
with any check in payment for fractional shares, be issued in the name of and
delivered to the undersigned, unless a different name has been indicated in the
assignment below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with

respect thereto.


                Date:_________________________
                            in whole__________
                            in part___________     Number of Trust Preferred
                                                   Securities to be converted
                                                   ($50 Liquidation Amount or
                                                   integral multiples thereof):

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




                                       83
   92


                                                   If a name or names other than
                                                   the undersigned, please
                                                   indicate in the spaces below
                                                   the name or names in which
                                                   the shares of Common Stock
                                                   are to be issued, along with
                                                   the address or addresses of
                                                   such person or persons.

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

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

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

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

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

                                                   Signature (for conversion
                                                   only) Please Print or
                                                   Typewrite Name and Address,
                                                   Including Zip Code, and
                                                   Social Security or Other
                                                   Identifying Number

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

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

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

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

                                                   -----------------------------
                                                   (Name, Address (including zip
                                                   code) and Social Security or
                                                   Tax ID No.)


Signature Guarantee: *

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

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


                                    SCHEDULE*



                  The notations on the following table evidence decreases in the
number of Trust Preferred Securities evidenced by this Global certificate
resulting from exchanges made in






                                       84
   93



connection with conversions or increases resulting from the exercise of the
Over-Allotment Option.



- -------------------------------------------------------------------------
DECREASE OR INCREASE IN     NUMBER OF TRUST              NOTATION MADE BY

NUMBER OF TRUST PREFERRED   TRUST PREFERRED SECURITIES   REGISTRAR

SECURITIES                  AFTER SUCH DECREASE OR

                            INCREASE
- -------------------------------------------------------------------------

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

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

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



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

*        Insert in Global Certificates only.






                                       85
   94



                                                                     EXHIBIT A-2

Number of Trust Convertible

Common Securities: [      ]

TCSI-

                    FORM OF TRUST COMMON SECURITY CERTIFICATE

        THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
       ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
           OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM
              REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT.

                   Under certain circumstances the Trust Securities represented
by this Certificate are convertible into Common Stock of American Classic
Voyages Co. (the "Company"). THE COMPANY operates certain vessels in the United
States coastwise trades in compliance with the Shipping Act of 1916, as amended
("Shipping Act"). The Shipping Act requires that not more than 25% of the
Company's capital stock may be owned or controlled by Foreign Citizens, as such
term is defined below. A "Foreign Citizen" is any person (including an
individual, a partnership, a corporation, or an association) who is not a United
States Citizen. For the purposes hereof, a United States Citizen is defined as
follows: (1) an individual is a United States Citizen if such individual is so
characterized under the laws of the United States, (2) a partnership is a United
States Citizen if all its general partners are United States Citizens, and at
least 75% of the equity interest in the partnership is owned by United States
Citizens, (3) an association is a United States Citizen if each of its members
is a United States Citizen, (4) a trust is a United States Citizen if each of
its trustees is a United States Citizen, each beneficiary with an enforceable
interest in the trust is a United States Citizen, and at least 75% of the equity
interest in the trust is owned by United States Citizens, (5) a corporation is a
United States Citizen if (a) it is organized and existing under the laws of the
United States or any state, territory, district, or possession thereof, (b) its
president or other chief executive officer and the chairman of its board of
directors are United States Citizens, (c) no more of its directors than a
minority of the number necessary to constitute a quorum are individuals who are
not United States Citizens, (d) 75% or more of its issued and outstanding
capital stock, and, if it is a subsidiary, 75% or more of the issued and
outstanding capital stock of each of its corporate parents including the
ultimate corporate parent, is registered in the name of and beneficially owned
and controlled by United States Citizens, and (e) by no means whatsoever is
control of the corporation confirmed upon or permitted to be exercised by any
person who is not a United States Citizen.

                   Under the Certificate of Incorporation and By-Laws of the
Company, the Board of Directors of the Company is authorized to establish, from
time to time, as a condition to the issuance or transfer of shares of the
Company to or for the benefit of a Foreign Citizen, the minimum percentage of
the total outstanding shares of the Company which shall be owned by United
States Citizens, which minimum percentage may, in the discretion of the Board of
Directors, exceed the minimum percentage required by the Shipping Act.

                   No proposed conversion of Trust Securities shall be made if
the stock records of the Company disclose immediately prior to the time of such
proposed conversion that (1) the minimum percentage of outstanding shares of
voting stock of any class of the Company allowed to be owned by Foreign Citizens
has been met or has been exceeded, or (2) the maximum






                                       86
   95




percentage of outstanding shares of voting stock of any class of the Company
allowed to be owned by Foreign Citizens would be exceeded as a result of such
proposed conversion

                   The Company will furnish to any holder of Trust Securities,
upon request and without charge, copies of the applicable provisions of the
Certificate of Incorporation, By-Laws, and any applicable resolutions of the
Board of Directors adopted for the purpose of implementing the provisions of the
Certificate of Incorporation or By-Laws noted above. Any such request may be
addressed to the Secretary of the Company.

           CERTIFICATE EVIDENCING TRUST CONVERTIBLE COMMON SECURITIES

                                       OF

                              AMCV CAPITAL TRUST I

                     7% TRUST CONVERTIBLE COMMON SECURITIES

         (LIQUIDATION AMOUNT $50 PER TRUST CONVERTIBLE COMMON SECURITY)

                   AMCV CAPITAL TRUST I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
American Classic Voyages Co., a Delaware corporation (the "Holder"), is the
registered owner of _______ common securities of the Trust representing
undivided beneficial ownership interests in the assets of the Trust designated
the 7% Trust Convertible Common Securities (Liquidation Amount $50 per Trust
Convertible Common Security) (the "Trust Common Securities"). The designation,
rights, powers, privileges, restrictions, preferences and other terms and
provisions of the Trust Common Securities represented hereby are set forth in,
issued under and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of February 22,
2000, as the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the meanings given them
in the Declaration. The Holder is entitled to the benefits of the Trust Common
Securities Guarantee to the extent provided therein. Each Holder of a Trust
Common Security, by acceptance of this Certificate, agrees to treat the
Subordinated Debentures as indebtedness for United States federal income tax
purposes. The Sponsor will provide a copy of the Declaration, the Trust Common
Securities Guarantee and the Subordinated Indenture to a Holder without charge
upon written request to the Sponsor at its principal place of business.

                   Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.





                                       87
   96




                   IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ____day of __________.


                                               AMCV CAPITAL TRUST I

                                               ---------------------------------
                                               as Administrative Trustee




                                       88
   97





                       (See reverse for additional terms)





                          [FORM OF REVERSE OF SECURITY]


                   Holders of Trust Common Securities shall be entitled to
receive cumulative cash distributions at a rate per annum of 7% of the stated
Liquidation Amount of $50 per Trust Common Security. Distributions on the Trust
Common Securities shall, from the date of original issue, accumulate and be
cumulative and shall be payable quarterly only to the extent that the Trust has
funds available for the payment of such distributions in the Property Account.
Distributions not paid on the scheduled quarterly payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of 7% per annum. The term "Distributions" as used herein shall mean ordinary
cumulative distributions in respect of each Fiscal Period together with any such
Compounded Distributions. Amounts available to the Trust for distribution to the
holders of the Trust Common Securities will be limited to payments received by
the Trust from the Company on the Subordinated Debentures or on the Trust Common
Securities Guarantee. If and to the extent that the Company makes a payment on
the Subordinated Debentures held by the Property Trustee or under the Trust
Common Securities Guarantee (the amount of any such payment being a "Payment
Amount"), the Trust shall and the Property Trustee is directed, to the extent
funds are available for that purpose, to make a Pro Rata Distribution of the
Payment Amount to Holders.

                   The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period by dividing the annual
Distribution by four, and for any period shorter than a full quarterly
Distribution period on the basis of a 360-day year consisting of twelve 30-day
months.

                   Except as otherwise described herein, distributions on the
Trust Common Securities will be cumulative, will accumulate from the Closing
Date and will be payable quarterly in arrears, on February 15, May 15, August 15
and November 15 of each year, commencing on May 15, 2000 if, as and when
available for payment by the Property Trustee. The Company has the right under
the Subordinated Indenture to defer payments of interest by extending the
interest payment period from time to time on the Subordinated Debentures for a
period not exceeding 20 consecutive quarters (each an "Extension Period");
provided, that no Extension Period shall last beyond the date of the maturity or
any redemption date of the Subordinated Debentures and, as a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the rate specified above compounded quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Company may further extend such Extension Period; provided, that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity or
any redemption date of the Subordinated Debentures.

                   Distributions will be payable to the Holders of record of
Trust Common Securities as they appear on the books and records of the Trust on
the relevant record dates, which will be







                                       89
   98




the first day of the month of the relevant payment dates (that is, each February
1, May1, August 1 and November 1). In the event that any date on which
distributions are payable is not a Business Day, payment of the Distribution
shall be made on the next succeeding day which is a Business Day (without any
interest or other payment in respect of any such delay) except that, if such
Business Day falls in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date. Payments of accumulated Distributions will
be payable to Holders of record of Trust Common Securities as they appear on the
books and records of the Trust on the record date with respect to the payment
date for the Trust Common Securities which corresponds to the payment date fixed
by the Company with respect to amounts due on the Subordinated Debentures.

                   The Trust Common Securities shall be redeemable and
convertible as provided in the Declaration.





                                       90
   99




                                   ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common
Security Certificate to:

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

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

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

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

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

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

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

                    (Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

agent to transfer this Trust Common Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.



Date:__________________________________

Signature:_____________________________


(Sign exactly as your name appears on the other side of this Trust Common
Security Certificate)




                                       91
   100


                              NOTICE OF CONVERSION



                  To:      The Bank of New York
                           Conversion Agent for AMCV Capital Trust I


                   The undersigned owner of this Trust Common Security or Trust
Common Securities hereby irrevocably exercises the option to convert this Trust
Common Security or Trust Common Securities, or the portion designated below,
into Common Stock of American Classic Voyages Co., or its successor, (the
"Common Stock") in accordance with the terms of the Amended and Restated
Declaration of Trust (as amended from time to time, the "Declaration"), dated as
of February 22, 2000, among Philip C. Calian, Jordan B. Allan and Randall L.
Talcott, as Administrative Trustees, The Bank of New York (Delaware), as
Delaware Trustee, The Bank of New York, as Property Trustee, American Classic
Voyages Co., as Sponsor, and the Holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to the Declaration.
Pursuant to the aforementioned exercise of the option to convert the Trust
Common Security or Trust Common Securities, the undersigned hereby directs the
Conversion Agent (as that term is outlined in the Declaration) to (i) exchange
such Trust Common Security or Trust Common Securities for a portion of the
Subordinated Debentures (as that term is defined in the Declaration) held by the
Trust (at the rate of exchange specified in the Declaration) and (ii)
immediately convert such Subordinated Debentures on behalf of the undersigned,
into Common Stock (at the conversion rate specified in the Declaration).

                   The undersigned also hereby directs the Conversion Agent that
the shares of Common Stock issuable and deliverable upon conversion, together
with any check in payment for fractional shares, be issued in the name of and
delivered to the undersigned, unless a different name has been indicated in the
assignment below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with

respect thereto.

                  Date: _______________________
                              in whole_________
                              in part__________    Number of Trust Common
                                                   Securities to be converted
                                                   ($50 Liquidation Amount or
                                                   integral multiples thereof):

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




                                       92
   101




                                                   If a name or names other than
                                                   the undersigned, please
                                                   indicate in the spaces below
                                                   the name or names in which
                                                   the shares of Common Stock
                                                   are to be issued, along with
                                                   the address or addresses of
                                                   such person or persons.

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

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

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

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

                                                   Signature (for conversion
                                                   only) Please Print or
                                                   Typewrite Name and Address,
                                                   Including Zip Code, and
                                                   Social Security or Other
                                                   Identifying Number

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

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

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


                                                   -----------------------------
                                                   (Name, Address (including zip
                                                   code) and Social Security or
                                                   Tax ID No.)


Signature Guarantee: *

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

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





                                       93
   102



                              NOTICE OF CONVERSION

         To:      The Bank of New York
                  Conversion Agent for AMCV Capital Trust I

                   The undersigned owner of this Trust Preferred Security or
Trust Preferred Securities hereby irrevocably exercises the option to convert
this Trust Preferred Security or Trust Preferred Securities, or the portion
designated below, into Common Stock of American Classic Voyages Co., or its
successor, (the "Common Stock") in accordance with the terms of the Amended and
Restated Declaration of Trust (as amended from time to time, the "Declaration"),
dated as of February 22, 2000, among Phillip C. Calian, Jordan B. Allen and
Randall L. Talcott, as Administrative Trustees, The Bank of New York (Delaware)
as Delaware Trustee, The Bank of New York, as Property Trustee, American Classic
Voyages Co., as Sponsor, and the Holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to the Declaration.
Pursuant to the aforementioned exercise of the option to convert the Trust
Preferred Security or Trust Preferred Securities, the undersigned hereby directs
the Conversion Agent (as that term is defined in the Declaration) to (i)
exchange such Trust Preferred Security or Trust Preferred Securities for a
portion of the Subordinated Debentures (as that term is defined in the
Declaration) held by the Trust (at the rate of exchange specified in the
Declaration) and (ii) immediately convert such Subordinated Debentures on behalf
of the undersigned, into Common Stock (at the conversation rate specified in the
Declaration).

                   The undersigned also hereby directs the Conversion Agent that
the shares of Common Stock issuable and deliverable upon conversion, together
with any check in payment for fractional shares, be issued in the name of and
delivered to the undersigned, unless a different name has been indicated in the
assignment below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.

                  Date:______________________
                             in whole________
                             in part_________      Number of Trust Preferred
                                                   Securities to be converted
                                                   ($50 Liquidation Amount or
                                                   (integral multiples thereof):

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








                                                   If name or names other than
                                                   the undersigned, please
                                                   indicate in the spaces below
                                                   the name or names in which
                                                   the shares of Common Stock
                                                   are to be issued, along with
                                                   the






                                       94
   103




                                                   address or addresses of such
                                                   person or persons.

                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                                   Signature (for conversion
                                                   only) Please Bring or
                                                   Typewrite Name and Address,
                                                   Including Zip Code, and
                                                   Social Security or Other
                                                   Identifying Number

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

                                                   (Name, Address (including zip
                                                   code) and Social Security or
                                                   Tax ID No.)


Signature Guarantee:***


   January 24, 2000 (12:13am)







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



                                       95

EX-10.1

   1
                                                                 EXHIBIT 10.1







                     TRUST CONVERTIBLE PREFERRED SECURITIES
                               GUARANTEE AGREEMENT


                              AMCV CAPITAL TRUST I


                          DATED AS OF FEBRUARY 22, 2000













   2

                                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..............................................................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




                                       i
   3

                                Table of Contents
                                -----------------
                                  (continued)



                                                                                                                Page
                                                                                                                ----
                                                                                                              
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






                                       ii
   4

                     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


   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.



                                       2
   6


                  "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


                                       3
   7


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.




                                       4
   8

                  "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.



                                       5
   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.




                                       6
   10


                  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.



                                       7
   11


                  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




                                       8
   12


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
   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
   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.



                                       11
   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
   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
   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
   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
   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
   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



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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


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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



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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.



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                  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:



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                  (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.





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                  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










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