<PAGE>
 
                                                                    EXHIBIT 4.12
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               13% SENIOR REDEEMABLE EXCHANGEABLE PREFERRED STOCK

                         REGISTRATION RIGHTS AGREEMENT


                         Dated as of February 12, 1997

                                  by and among


                      INTERNATIONAL CABLETEL INCORPORATED

                                      and

              DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
                             CHASE SECURITIES INC.
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


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

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      This Registration Rights Agreement (this "Agreement") is made and entered
into as of February 12, 1997 by and among International CableTel Incorporated, a
Delaware corporation (the "Company"), and Donaldson, Lufkin & Jenrette
Securities Corporation, Chase Securities Inc. and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as initial purchasers (the "Initial Purchasers").  The
Company proposes to issue and sell to the Initial Purchasers 100,000 shares of
its 13% Senior Redeemable Exchangeable Preferred Stock (collectively, the
"Shares") (the "Initial Placement").  As an inducement to the Initial Purchasers
to enter into the purchase agreement, dated as of February 7, 1997 (the
"Purchase Agreement"), and in satisfaction of a condition to the Initial
Purchasers' obligations thereunder, the Company agrees with the Initial
Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the
benefit of the Holders (as defined below):

      1. Definitions.  Capitalized terms used herein without definition shall
         -----------                                                         
have their respective meanings set forth in the Purchase Agreement.  As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

      "Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

      "Affiliate" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such specified person.  For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agent" means (i) prior to the Exchange Date, the Registrar and (ii) at or
after the Exchange Date, the Trustee.

      "Amount" means (i) prior to the Exchange Date, the number of Shares and
(ii) at or after the Exchange Date, the principal amount of Debentures.

      "Closing Date" has the meaning set forth in the Purchase Agreement.

      "Commission" means the Securities and Exchange Commission.

      "Commission Delay Period" has the meaning set forth in Section 2(a)
hereof.

      "Consummate" means the occurrence of (i) the filing and effectiveness
under the Act of the Exchange Offer Registration Statement relating to the
Exchange Securities to be issued in the

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Registered Exchange Offer, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Registered Exchange Offer open for
a period not less than the minimum period required pursuant to Section 2(c)(ii)
hereof, and (iii) the delivery by the Company to the Agent of the same Amount of
Exchange Securities as the Amount of Securities that were tendered by Holders
thereof pursuant to the Registered Exchange Offer.

      "Debentures" means the Company's 13% Subordinated Exchange Debentures Due
2009.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

      "Exchange Date" means the time at which the Shares are exchanged into the
Debentures or on which the Exchange Shares are exchanged into the Exchange
Debentures, in each case, in accordance with the Certificate of Designation for
the Shares and Exchange Shares.

      "Exchange Debentures" means the debt securities of the Company identical
in all material respects to the Debentures, except that paragraph 2 of, and the
transfer restrictions on, the Debentures, will be modified or eliminated, as
appropriate.

      "Exchange Offer Registration Period" means a period expiring upon the
earliest to occur of (i) the 1 year period following the Consummation of the
Registered Exchange Offer; (ii) the date on which, in the opinion of counsel to
the Company, all of the Transfer Restricted Securities then held by the Holders
may be sold by such Holders in the public United States securities markets in
the absence of a registration statement covering such sales and (iii) the date
on which there ceases to be outstanding any Transfer Restricted Securities.

      "Exchange Offer Registration Statement" means a registration statement of
the Company on an appropriate form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

      "Exchange Securities" means (i) prior to the Exchange Date, the Exchange
Shares and (ii) at or after the Exchange Date, the Exchange Debentures.

      "Exchange Shares" means the shares of preferred stock of the Company
identical in all material respects to the Shares,

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except that the transfer restrictions on the Shares will be modified or
eliminated, as appropriate.

      "Exchanging Dealer" means any Holder (which may include the Initial
Purchasers) which is a broker-dealer, electing to exchange Transfer Restricted
Securities acquired for its own account as a result of market-making activities
or other trading activities, for Exchange Securities.

      "Final Offering Memorandum" has the meaning set forth in the Purchase
Agreement.

      "Holders" means the holders from time to time of (i) prior to the Exchange
Date, the Shares whose names appear in the register maintained by the Registrar
(including the Initial Purchasers) and (ii) at or after the Exchange Date, the
Debentures whose names appear in the register maintained by the Trustee
(including the Initial Purchasers).

      "Indenture" means the indenture, if any, entered into between the Company
and The Chase Manhattan Bank, as Trustee, governing the Debentures and Exchange
Debentures, if issued.

      "Initial Placement" has the meaning set forth in the preamble hereto.

      "Majority Holders" means the Holders of a majority of the aggregate Amount
of Securities registered under a Registration Statement.

      "Managing Underwriters" means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering.

      "Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of Transfer Restricted Securities or the Exchange Securities, covered by
such Registration Statement, and all amendments and supplements to the
Prospectus, including post-effective amendments.

      "Registered Exchange Offer" means the proposed offer to the Holders to
issue and deliver to such Holders, in exchange for Shares, a like Amount of the
Exchange Securities.

      "Registrar" means Continental Stock Transfer & Trust Company, as registrar
for the Shares and the Exchange Shares.

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<PAGE>
 
      "Registration Statement" means any Exchange Offer Registration Statement
or any Shelf Registration Statement, which is filed pursuant to the provisions
hereof, in each case, including the Prospectus included therein, all amendments
and supplements thereto (including post-effective amendments) and all exhibits
and material incorporated by reference therein.

      "Securities" means (i) prior to the Exchange Date, the Shares and (ii) at
or after the Exchange Date, the Debentures.

      "Shares" has the meaning set forth in the preamble hereto.

      "Shelf Registration" means a registration effected pursuant to Section 3
hereof.

      "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

      "Shelf Registration Statement" means a "shelf" registration statement of
the Company pursuant to the provisions of Section 3 hereof which covers some or
all of the Transfer Restricted Securities as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

      "Supplement Delay Period" means any period commencing on the date of
receipt by a Holder of Transfer Restricted Securities or Exchange Securities of
any notice from the Company of the existence of any fact or event of the kind
described in Section 4(b)(2) hereof and ending on the date of receipt by such
Holder of an amended or supplemented Registration Statement or Prospectus, as
contemplated by Section 4(j) hereof, or the receipt by such Holder of written
notice from the Company (the "Advice") that the use of the Prospectus may be
resumed, and receipt of copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus.

      "Transfer Restricted Securities" means each Security until (i) the date on
which such Security has been exchanged by a person other than a broker-dealer
for an Exchange Security in the Registered Exchange Offer, (ii) following the
exchange by an Exchanging Dealer in the Registered Exchange Offer of a Security
for an Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Security has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iv) the

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<PAGE>
 
date on which such Security is distributed to the public pursuant to Rule 144
under the Act.

      "Trustee" means The Chase Manhattan Bank, as Trustee, under the Indenture.

      "underwriter" means any underwriter of Securities in connection with an
offering thereof under a Shelf Registration Statement.

      2. Registered Exchange Offer; Resales of Exchange Securities by Exchanging
         -----------------------------------------------------------------------
Dealers; Private Exchange.
------------------------- 

      (a) The Company shall prepare and, on or prior to 75 days following the
Closing Date, shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer.  The Company shall use
its best efforts to cause the Exchange Offer Registration Statement to become
effective under the Act on or prior to 120 days after the Closing Date; provided
that, if as a result of there being no federal governmental budget for any year
following the 1996 fiscal year, the Commission ceases to review registration
statements like the Registration Statements in the time within which the
Commission normally reviews such registration statements in the ordinary course
(a "Commission Delay Period"), then such 120 day period during which the Company
must cause the Exchange Offer Registration Statement to become effective shall
be extended by the number of days of which the Commission Delay Period is
comprised.  The Company shall use its best efforts to Consummate the Registered
Exchange Offer on or prior to 160 days after the Closing Date.

      (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Transfer Restricted Securities for Exchange Securities (assuming that
such Holder is not an Affiliate of the Company within the meaning of the Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities) to trade such Exchange Securities from
and after their receipt without any limitations or restrictions under the Act
and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

      (c) In connection with the Registered Exchange Offer, the Company shall:

         (i) mail to each Holder a copy of the Prospectus forming part of the
   Exchange Offer Registration Statement,

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<PAGE>
 
   together with an appropriate letter of transmittal and related documents;

         (ii) keep the Registered Exchange Offer open for not less than 30 days
   and not more than 45 days after the date notice thereof is mailed to the
   Holders (or longer if required by applicable law);

         (iii)  utilize the services of a depositary or an exchange agent
   (which, in either case, may be the Agent) for the Registered Exchange Offer
   with an address in the Borough of Manhattan, The City of New York; and

         (iv) comply in all material respects with all applicable laws.

      (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

         (i) accept for exchange all Transfer Restricted Securities tendered and
   not validly withdrawn pursuant to the Registered Exchange Offer;

         (ii) deliver to the Agent for cancellation all Transfer Restricted
   Securities so accepted for exchange; and

         (iii)  cause the Agent promptly to authenticate or countersign, as
   applicable, and deliver to each Holder of Transfer Restricted Securities so
   accepted for exchange a like Amount of Exchange Securities.

      (e) The Initial Purchasers and the Company acknowledge that, pursuant to
interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an applicable exemption therefrom, each Exchanging Dealer is required
to deliver a Prospectus in connection with a sale of any Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange Offer in
exchange for Transfer Restricted Securities acquired for its own account as a
result of market-making activities or other trading activities.  Accordingly,
the Company shall:

      (i) include the information set forth in Annex A hereto on the cover of
   the Exchange Offer Registration Statement, in Annex B hereto in the forepart
   of the Exchange Offer Registration Statement in a section setting forth
   details of the Registered Exchange Offer, in Annex C hereto in the
   underwriting or plan of distribution section of the Prospectus forming a part
   of the Exchange Offer Registration Statement and in Annex D hereto in the
   Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
   and

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      (ii) use its best efforts to keep the Exchange Offer Registration
   Statement continuously effective (subject to the existence of a Supplement
   Delay Period) under the Act during the Exchange Offer Registration Period for
   delivery by Exchanging Dealers in connection with sales of Exchange
   Securities received pursuant to the Registered Exchange Offer, as
   contemplated by Section 4 (g) below.

      (f) In the event that any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Transfer Restricted Securities constituting any portion of an unsold
allotment of Securities, at the written request of such Initial Purchaser, the
Company shall issue and deliver to such Initial Purchaser or the party
purchasing Exchange Securities registered under a Shelf Registration Statement
as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for
such Transfer Restricted Securities, a like Amount of Exchange Securities.
Exchange Securities issued in exchange for Transfer Restricted Securities
constituting any portion of an unsold allotment of Securities which are not
registered under a Shelf Registration Statement as contemplated by Section 3
hereof shall bear a legend as to restrictions on transfer.  The Company shall
seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such
Exchange Securities as for Exchange Securities issued pursuant to the Registered
Exchange Offer.

      3. Shelf Registration.  If (i) the Company is not required to file the
         ------------------                                                 
Exchange Offer Registration Statement or permitted to Consummate the Registered
Exchange Offer because the Registered Exchange Offer is not permitted by
applicable law or Commission policy or (ii) any Holder of Transfer Restricted
Securities notifies the Company in writing within 10 business days of the filing
and effectiveness under the Act of the Exchange Offer Registration Statement (A)
it is prohibited by law or Commission policy from participating in the
Registered Exchange Offer or (B) that it may not resell the Exchange Securities
acquired by it in the Registered Exchange Offer to the public without delivering
a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales or (C) that it is a
broker-dealer and owns Securities acquired directly from the Company or an
Affiliate (it being understood that, for purposes of this Section 3, (x) the
requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Items 507 and/or 508 of Regulation S-K under the Act in
connection with sales of Exchange Securities acquired in exchange for such
Securities shall result in such Exchange Securities being not "freely tradeable"
but (y) the requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of Exchange Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities

                                       8
<PAGE>
 
shall not result in such Exchange Securities being not "freely tradeable"), the
following provisions shall apply:

      (a) The Company shall as promptly as practicable, file with the Commission
and thereafter shall use its best efforts to cause to be declared effective
under the Act on or prior to 120 days (plus any additional days allowed as a
result of a Commission Delay Period) after the date of original issuance of the
Securities, a Shelf Registration Statement relating to the offer and sale of the
Transfer Restricted Securities by the Holders from time to time in accordance
with the methods of distribution elected by such Holders and set forth in such
Shelf Registration Statement; provided, however, that, with respect to Exchange
Securities received by an Initial Purchaser in exchange for Transfer Restricted
Securities constituting any portion of an unsold allotment of Securities, the
Company may, if permitted by current interpretations by the Commission's staff,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Regulation S-K Items 507 and/or 508, as
applicable, in satisfaction of its obligations under this paragraph (a) with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.

      (b) The Company shall use its best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of three years from the date the
Shelf Registration statement is declared effective by the Commission (or until
one year after such effective date if such Shelf Registration Statement is filed
at the request of an Initial Purchaser) or such shorter period that will
terminate when (i) all the Transfer Restricted Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement, (ii) the date on which, in the opinion of counsel to the Company, all
of the Transfer Restricted Securities then held by the Holders may be sold by
such Holders in the public United States securities markets in the absence of a
registration statement covering such sales or (iii) the date on which there
ceases to be outstanding any Transfer Restricted Securities (in any such case,
such period being called the "Shelf Registration Period").  The Company shall be
deemed not to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Transfer Restricted Securities covered
thereby not being able to offer and sell such securities during that period,
unless (i) such action is required by applicable law, (ii) such action is taken
by the Company in good faith and for valid business reasons (not including
avoidance of the Company's obligations hereunder), including the acquisition or
divestiture of assets, so long as the Company

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<PAGE>
 
promptly thereafter complies with the requirements of Section 4(j) hereof, if
applicable or (iii) such action is taken because of any fact or circumstance
giving rise to a Supplement Delay Period.

      4. Registration Procedures.  In connection with any Shelf Registration
         -----------------------                                            
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:

      (a) The Company shall ensure that (i) any Registration Statement and any
   amendment thereto and any Prospectus forming part thereof and any amendment
   or supplement thereto complies in all material respects with the Act and the
   rules and regulations thereunder, (ii) any Registration Statement and any
   amendment thereto does not, when it becomes effective, 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 and
   (iii) any Prospectus forming part of any Registration Statement, and any
   amendment or supplement to such Prospectus, does not include an untrue
   statement of a material fact or omit to state a material fact necessary in
   order to make the statements, in the light of the circumstances under which
   they were made, not misleading.

      (b)  (1) The Company shall advise the Initial Purchasers and, in the case
   of a Shelf Registration Statement, the Holders of Transfer Restricted
   Securities covered thereby, and, if requested by the Initial Purchasers or
   any such Holder, confirm such advice in writing when a Registration Statement
   and any amendment thereto has been filed with the Commission and when the
   Registration Statement or any post-effective amendment thereto has become
   effective.

         (2) The Company shall advise the Initial Purchasers and, in the case of
   a Shelf Registration Statement, the Holders of Transfer Restricted Securities
   covered thereby, and, in the case of an Exchange Offer Registration
   Statement, any Exchanging Dealer which has provided in writing to the Company
   a telephone or facsimile number and address for notices, and, if requested by
   the Initial Purchasers or any such Holder or Exchanging Dealer, confirm such
   advice in writing:

            (i) of any request by the Commission for amendments or supplements
      to the Registration Statement or the Prospectus included therein or for
      additional information;

            (ii) of the initiation by the Commission of proceedings relating to
      a stop order suspending the effectiveness of the Registration Statement;

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<PAGE>
 
            (iii) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement;

            (iv) of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the securities included therein
      for sale in any jurisdiction or the initiation or threatening of any
      proceeding for such purpose; and

            (v) of the existence of any fact and the happening of any event
      (including, without limitation, pending negotiations relating to, or the
      consummation of, a transaction or the occurrence of any event which would
      require additional disclosure of material non-public information by the
      Company in the Shelf Registration Statement as to which the Company has a
      bona fide business purpose for preserving confidential or which renders
      the Company unable to comply with Commission requirements) that, in the
      opinion of the Company, makes untrue any statement of a material fact made
      in its Shelf Registration Statement, the Prospectus or any amendment or
      supplement thereto or any document incorporated by reference therein or
      requires the making of any changes in the Registration Statement or the
      Prospectus so that, as of such date, the statements therein are not
      misleading and do not omit to state a material fact required to be stated
      therein or necessary to make the statements therein (in the case of the
      Prospectus, in light of the circumstances under which they were made) not
      misleading.

Such advice may be accompanied by an instruction to suspend the use of the
Prospectus until the requisite changes have been made.

      (c) The Company shall use its best efforts to obtain the withdrawal of any
   order suspending the effectiveness of any Registration Statement at the
   earliest possible time.

      (d) The Company shall use its best efforts to furnish to each selling
   Holder included within the coverage of any Shelf Registration Statement who
   so requests in writing and who has provided to the Company an address for
   notices, without charge, at least one conformed copy of such Shelf
   Registration Statement and any post-effective amendment thereto, including
   financial statements and, if the Holder so requests in writing, all exhibits
   and schedules (including those incorporated by reference).

      (e) The Company shall, during the Shelf Registration Period, deliver to
   each Holder of Transfer Restricted Securities covered by any Shelf
   Registration Statement and who has provided to the Company an address for
   notices, without

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<PAGE>
 
   charge, as many copies of the Prospectus (including each preliminary
   Prospectus) included in such Shelf Registration Statement and any amendment
   or supplement thereto as such Holder may reasonably request; and subject to
   any notice by the Company in accordance with Section 5(b) hereof, the Company
   consents to the use of the Prospectus or any amendment or supplement thereto
   by each of the selling Holders for the purposes of offering and resale of the
   Transfer Restricted Securities covered by the Prospectus in accordance with
   the applicable regulations promulgated under the Act.

      (f) The Company shall furnish to each Exchanging Dealer which so requests
   in writing, without charge, at least one copy of the Exchange Offer
   Registration Statement and any post-effective amendment thereto, including
   financial statements, and, if the Exchanging Dealer so requests in writing,
   any documents incorporated by reference therein and all exhibits and
   schedules (including those incorporated by reference).

      (g) The Company shall, during the Exchange Offer Registration Period,
   promptly deliver to each Exchanging Dealer, without charge, as many copies of
   the Prospectus included in such Exchange Offer Registration Statement and any
   amendment or supplement thereto as such Exchanging Dealer may reasonably
   request for delivery by such Exchanging Dealer in connection with a sale of
   Exchange Securities received by it pursuant to the Registered Exchange Offer;
   and the Company consents to the use of the Prospectus or any amendment or
   supplement thereto by any such Exchanging Dealer for the purposes
   contemplated by the Act or the applicable regulations promulgated under the
   Act.

      (h) Prior to the Registered Exchange Offer or any offering of Transfer
   Restricted Securities pursuant to any Registration Statement, the Company
   shall register or qualify or cooperate with the Holders of Transfer
   Restricted Securities named therein and their respective counsel in
   connection with the registration or qualification of such Transfer Restricted
   Securities for offer and sale under the securities or blue sky laws of such
   jurisdictions of the United States as any such Holders reasonably request in
   writing not later than the date that is five business days prior to the date
   upon which this Agreement specifies that the Registration Statement shall
   become effective; provided, however, that the Company will not be required to
   qualify generally to do business in any jurisdiction where it is not then so
   qualified or to take any action which would subject it to general service of
   process or to taxation in any such jurisdiction where it is not then so
   subject.

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<PAGE>
 
      (i) The Company shall endeavor to cooperate with the Holders of Transfer
   Restricted Securities to facilitate the timely preparation and delivery of
   certificates representing Transfer Restricted Securities to be sold pursuant
   to any Registration Statement free of any restrictive legends and in such
   denominations and registered in such names as Holders may request in writing
   at least two Business Days prior to sales of securities pursuant to such
   Registration Statement.

      (j) Upon the occurrence of any event contemplated by paragraph (b)(2)(v)
   hereof, the Company shall promptly prepare a post-effective amendment to any
   Registration Statement or an amendment or supplement to the related
   Prospectus or file any other required document so that as thereafter
   delivered to purchasers of the Transfer Restricted Securities covered
   thereby, the Prospectus will not include an untrue statement of a material
   fact or omit to state any material fact necessary to make the statements
   therein, in the light of the circumstances under which they were made, not
   misleading; provided that, in the event of a material business transaction
   (including, without limitation, pending negotiations relating to such a
   transaction) which would, in the opinion of counsel to the Company, require
   disclosure by the Company in the Shelf Registration Statement of material
   non-public information which the Company has a bona fide business purpose for
   not disclosing, then for so long as such circumstances exist, the Company
   shall not be required to prepare and file a supplement or post-effective
   amendment hereunder.

      (k) Not later than the effective date of any such Registration Statement
   hereunder, the Company shall cause to be provided a CUSIP number for the
   Securities or Exchange Securities, as the case may be, registered under such
   Registration Statement, and provide the applicable trustee with printed
   certificates for such Securities or Exchange Securities, in a form eligible
   for deposit with The Depository Trust Company.

      (l) The Company shall use its best efforts to comply with all applicable
   rules and regulations of the Commission and shall make generally available to
   its security holders in a regular filing on Form 10-Q or 10-K an earnings
   statement satisfying the provisions of Rule 158 (which need not be audited)
   for the twelve-month period commencing after effectiveness of the Shelf
   Registration Statement.

      (m) At or after the Exchange Date, the Company shall cause the Indenture
   to be qualified under the Trust Indenture Act in a timely manner.

      (n) The Company may require each Holder of Transfer Restricted Securities
   to be sold pursuant to any Shelf

                                       13
<PAGE>
 
   Registration Statement to furnish to the Company within 20 Business Days
   after written request for such information has been made by the Company, such
   information regarding the Holder and the distribution of such securities as
   the Company may from time to time reasonably require for inclusion in such
   Registration Statement and such other information as may be necessary or
   advisable in the reasonable opinion of the Company and its counsel, in
   connection with such Shelf Registration Statement.  No Holder of Transfer
   Restricted Securities shall be entitled to use the Prospectus unless and
   until such Holder shall have furnished the information required by this
   Section 4(n) and all such information required to be disclosed in order to
   make the information previously furnished to the Company by such Holder not
   materially misleading.

      (o) The Company shall, if requested, promptly incorporate in a Prospectus
   supplement or post-effective amendment to a Shelf Registration Statement,
   such information as the Managing Underwriters and Majority Holders reasonably
   agree should be included therein and shall make all required filings of such
   Prospectus supplement or post-effective amendment as soon as notified of the
   matters to be incorporated in such Prospectus supplement or post-effective
   amendment; provided however, that the Company shall not be required to take
   any action pursuant to this Section 4(o) that would, in the opinion of
   counsel for the Company, violate applicable law or to include information the
   disclosure of which at the time would have an adverse effect on the business
   or operations of the Company and/or its subsidiaries, as determined in good
   faith by the Company.

      (p) In the case of any Shelf Registration Statement, the Company shall
   enter into such agreements (including underwriting agreements) and take all
   other reasonably appropriate actions in order to expedite or facilitate the
   registration or the disposition of the Transfer Restricted Securities, and in
   connection therewith, if an underwriting agreement is entered into, cause the
   same to contain indemnification provisions and procedures no less favorable
   than those set forth in Section 7 (or such other provisions and procedures
   acceptable to the Majority Holders and the Managing Underwriters, if any),
   with respect to all parties to be indemnified pursuant to Section 7 from
   Holders of Securities to the Company.

      (q) In the case of any Shelf Registration Statement, the Company shall (i)
   make reasonably available for inspection by representatives of the Holders of
   Transfer Restricted Securities to be registered thereunder, the Managing
   Underwriter participating in any disposition pursuant to such Registration
   Statement, and any attorney, accountant or other agent retained by the
   Holders or any such Managing

                                       14
<PAGE>
 
   Underwriter, at the office where normally kept during normal business hours,
   all financial and other records, pertinent corporate documents and properties
   of the Company and its subsidiaries, and cause the Company's officers,
   directors and employees to supply all relevant information reasonably
   requested by the Holders or any Managing Underwriter, attorney, accountant or
   other agent in connection with any such Registration Statement as is
   customary for similar due diligence examinations; provided, however, that
   such persons shall first agree in writing with the Company that any
   information that is designated in writing by the Company, in good faith, as
   confidential at the time of delivery of such information shall be kept
   confidential by such person, unless such disclosure is made in connection
   with a court proceeding or required by law, or such information becomes
   available to the public generally or through a third party without an
   accompanying obligation of confidentiality; (ii) make such representations
   and warranties to the Holders of Transfer Restricted Securities registered
   thereunder and the underwriters, if any, in form, substance and scope as are
   customarily made by issuers to underwriters in underwritten offerings and
   covering matters including, but not limited to, those set forth in the
   Purchase Agreement; (iii) obtain opinions of counsel to the Company and
   updates thereof (which counsel and opinions (in form, scope and substance)
   shall be reasonably satisfactory to the Managing Underwriters, if any)
   addressed to each selling Holder and the underwriters, if any, covering such
   matters as are customarily covered in opinions requested in underwritten
   offerings and such other matters as may be reasonably requested by such
   Holders and underwriters; (iv) obtain "cold comfort" letters (or, in the case
   of any person that does not satisfy the conditions for receipt of a "cold
   comfort" letter specified in Statement on Auditing Standards No. 72, an
   "agreed-upon procedures letter") and updates thereof from the independent
   certified public accountants of the Company (and, if necessary, any other
   independent certified public accountants of any subsidiary of the Company or
   of any business acquired by the Company for which financial statements and
   financial data are, or are required to be, included in the Registration
   Statement), addressed where reasonably practicable to each selling Holder of
   Transfer Restricted Securities registered thereunder and the underwriters, if
   any, in customary form and covering matters of the type customarily covered
   in "cold comfort" letters in connection with primary underwritten offerings;
   and (v) deliver such documents and certificates as may be reasonably
   requested by the Majority Holders and the Managing Underwriters, if any,
   including those to evidence compliance with Section 4(j) and with any
   customary conditions contained in the underwriting agreement or other
   agreement entered into by the Company.  The foregoing actions set forth in
   clauses (ii), (iii), (iv) and (v) of this Section 4(q) shall, if

                                       15
<PAGE>
 
   reasonably requested by the Majority Holder or the Majority Underwriters, be
   performed at (A) the effectiveness of such Registration Statement and each
   post-effective amendment thereto and (B) each closing under any underwriting
   or similar agreement as and to the extent required thereunder.

      (r) The Company may offer securities of the Company other than the
   Securities or the Exchange Securities under the Shelf Registration Statement,
   except where such offer would conflict with the terms of the Purchase
   Agreement.

      5. Holders' Agreements.  Each Holder of Transfer Restricted Securities and
         -------------------                                                    
Exchange Securities, by the acquisition of such Transfer Restricted Securities
or Exchange Securities, as the case may be, agrees:

      (a) To furnish the information required to be furnished pursuant to
   Section 4(n) hereof within the time period set forth therein.

      (b) That upon receipt of a notice of the commencement of a Supplement
   Delay Period, it will keep the fact of such notice confidential, forthwith
   discontinue disposition of its Transfer Restricted Securities or Exchange
   Securities, as the case may be, pursuant to the Registration Statement, and
   will not deliver any Prospectus forming a part thereof until receipt of the
   amended or supplemented Registration Statement or Prospectus, as applicable,
   as contemplated by Section 4(j) hereof, or until receipt of the Advice. If a
   Supplement Delay Period should occur, the Exchange Offer Registration Period
   or the Shelf Registration Period, as applicable, shall be extended by the
   number of days of which the Supplement Delay Period is comprised; provided
   that the Shelf Registration Period shall not be extended if the Company has
   received an opinion of counsel (which counsel, if different from counsel to
   the Company referred to in Section 6(a) and (b) of the Purchase Agreement,
   shall be reasonably satisfactory to the Majority Holders of the Transfer
   Restricted Securities named in the Shelf Registration Period) to the effect
   that the Transfer Restricted Securities can be freely tradeable without the
   continued effectiveness of the Shelf Registration Statement.

      (c) If so directed by the Company in a notice of the commencement of a
   Supplement Delay Period, each Holder of Transfer Restricted Securities or
   Exchange Securities, as the case may be, will deliver to the Company (at the
   Company's expense) all copies, other than permanent file copies then in such
   Holder's possession, of the Prospectus covering the Transfer Restricted
   Securities or Exchange Securities, as the case may be.

                                       16
<PAGE>
 
      (d) Sales of such Transfer Restricted Securities pursuant to a
   Registration Statement shall only be made in the manner set forth in such
   currently effective Registration Statement.

      6. Registration Expenses.  The Company shall bear all expenses incurred in
         ---------------------                                                  
connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.  Notwithstanding the
foregoing or anything in this Agreement to the contrary, each Holder shall pay
all underwriting discounts and commission of any underwriters with respect to
any Transfer Restricted Securities sold by it.

      7. Indemnification and Contribution.  (a) In connection with any
         --------------------------------                             
Registration Statement, the Company agrees to indemnify and hold harmless each
Holder of Transfer Restricted Securities covered thereby (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each person who controls any such Holder
within the meaning of either Section 15 of the Act or Section 20 of the Exchange
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company will not be liable
in any case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder or by the Managing Underwriters specifically for inclusion therein and
(ii) the Company will not be liable to any indemnified party under this
indemnity agreement with respect to

                                       17
<PAGE>
 
the Registration Statement or Prospectus to the extent that any such loss,
claim, damage or liability of such indemnified party results solely from an
untrue statement of a material fact contained in, or the omission of a material
fact from, the Registration Statement or Prospectus which untrue statement or
omission was corrected in an amended or supplemented Registration Statement or
Prospectus, if the person alleging such loss, claim, damage or liability was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the amended or supplemented Registration Statement or Prospectus if the Company
had previously furnished copies thereof to such indemnified party and if
delivery of a prospectus is required by the Act and was not so made.  This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

      The Company also agrees to indemnify or contribute to Losses of, as
provided in Section 6(d), any underwriters of Securities registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Initial Purchaser and the selling Holders provided in
this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(q)
hereof.

      (b) Each Holder of Transfer Restricted Securities or Exchange Securities
covered by a Registration Statement (including each Initial Purchaser and, with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer) severally agrees to indemnify and hold harmless (i) the
Company, (ii) each of its directors, (iii) each of its officers who signs such
Registration Statement and (iv) each person who controls the Company within the
meaning of either the Act or the Exchange Act to the same extent as the
foregoing indemnity from the Company to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity.  This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

      (c) Promptly after receipt by an indemnified party under this Section 6 or
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any

                                       18
<PAGE>
 
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above.  The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party.  Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel (and local
counsel) if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party.  An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

      (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the

                                       19
<PAGE>
 
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or Exchange Security be responsible, in the aggregate,
for any amount in excess of the purchase discount or commission applicable to
such Security, or in the case of an Exchange Security, applicable to the
Security which was exchangeable into such Exchange Security, as set forth on the
cover page of the Final Offering Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses.  If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations.  Benefits received by the Company shall be deemed to be equal to
the sum of (x) the total net proceeds from the Initial Placement (before
deducting expenses) as set forth on the cover page of the Final Offering
Memorandum and (y) the total amount of additional dividends and interest which
the Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses.  Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final
Offering Memorandum, and benefits received by any other Holders shall be deemed
to be equal to the value of receiving Securities or Exchange Securities, as
applicable, registered under the Act.  Benefits received by any underwriter
shall be deemed to be equal to the total underwriting discounts and commissions,
as set forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such Losses.  Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand.  The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
or any other method of allocation which does not take account of the equitable
considerations referred to above.  Notwithstanding the provisions of this
paragraph (d), 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.  For purposes of
this Section 6, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such

                                       20
<PAGE>
 
Holder, and each person who controls the Company within the meaning of either
the Act or the Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).

      (e) The provisions of this Section 6 will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company or any of the officers, directors or controlling persons referred to in
Section 6 hereof, and will survive the sale by a Holder of Transfer Restricted
Securities or Exchange Securities.

      8. Miscellaneous.
         ------------- 

      (a) No Inconsistent Agreements.  The Company has not, as of the date
          --------------------------                                      
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

      (b) Amendments and Waivers.  The provisions of this Agreement, including
          ----------------------                                              
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate Amount of
Securities (or, after the consummation of any Registered Exchange Offer in
accordance with Section 2 hereof, of Exchange Securities); provided, however,
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective.  Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities being sold rather than registered under such Registration Statement.

      (c) Notices.  All notices and other communications provided for or
          -------                                                       
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

         (1) if to a Holder, at the most current address given by such holder to
      the Company in accordance with the provisions of this Section 7(c), which
      address initially

                                       21
<PAGE>
 
      is, with respect to each Holder, the address of such Holder maintained by
      the Agent, with a copy in like manner to Donaldson, Lufkin & Jenrette
      Securities Corporation;

         (2) if to the Initial Purchasers, initially at the respective addresses
      set forth in the Purchase Agreement; and

         (3) if to the Company, initially at its address set forth in the
      Purchase Agreement.

      All such notices and communications shall be deemed to have been duly
given when received.

      The Initial Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.

      (d) Successors and Assigns.  This Agreement shall inure to the benefit of
          ----------------------                                               
and be binding upon the successors and assigns of each of the parties hereto,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and/or Exchange Securities.
The Company hereby agrees to extend the benefits of this Agreement to any Holder
of Securities and/or Exchange Securities and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.

      (e) Counterparts.  This agreement may be executed in any number of
          ------------                                                  
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (f) Headings.  The headings in this agreement are for convenience of
          --------                                                        
reference only and shall not limit or otherwise affect the meaning hereof.

      (g) Governing Law.  This agreement shall be governed by and construed in
          -------------                                                       
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State (without reference to the
conflict of law rules thereof).

      (h) Severability.  In the event that any one of more of the provisions
          ------------                                                      
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the

                                       22
<PAGE>
 
rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law.

      (i) Securities Held by the Company, etc.  Whenever the consent or approval
          -----------------------------------                                   
of Holders of a specified percentage of Amount of Securities or Exchange
Securities is required hereunder, Securities or Exchange Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or Exchange Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or Exchange
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.


                            [signature page follows]

                                       23
<PAGE>
 
   IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
                              first written above.


                                    INTERNATIONAL CABLETEL INCORPORATED


                                    By:  /s/ Richard J. Lubasch
                                         ------------------------
                                         Name:  Richard J. Lubasch
                                         Title: Senior Vice President and
                                                General Counsel


DONALDSON LUFKIN & JENRETTE
  SECURITIES CORPORATION
CHASE SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED

By:  DONALDSON LUFKIN & JENRETTE
     SECURITIES CORPORATION


By:  /s/   Anthony S. Belinkoff
     -----------------------------
     Name:  Anthony S. Belinkoff
     Title: Managing Director

                                       24
<PAGE>
 
                                                                         ANNEX A


Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities.  The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.  This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Exchange Securities were acquired by such broker-dealer as
a result of market-making activities or other trading activities.  The Company
has agreed that, starting on the Expiration Date (as defined herein) and ending
on the close of business on the 180th day following the Expiration Date, it will
make this Prospectus available to any broker-dealer for use in connection with
any such resale.  See "Plan of Distribution."

                                       25
<PAGE>
 
                                                                         ANNEX B


Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Securities were acquired by such broker-
dealer as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.  See "Plan of Distribution."

                                       26
<PAGE>
 
                                                                         ANNEX C


                              PLAN OF DISTRIBUTION
                              --------------------


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities.  The
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities.  The Company has agreed
that, starting on the Expiration Date and ending on the close of business on the
180th day following the Expiration Date, it will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers.  Exchange Securities received by broker-dealers
for their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or by a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices.  Any such resale may be made directly to
purchaser or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such Exchange Securities.  Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit of any such resale of
Exchange Securities and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

     For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the holders of the Securities) other than commissions or

                                       27
<PAGE>
 
concessions of any brokers or dealers and will indemnify the holders of the
Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

     [Add information required by Regulation S-K Items 507 and/or 508.]

                                       28
<PAGE>
 
                                                                         ANNEX D


                                    Rider A
                                    -------


          CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.


          Name:_______________________________________________________
          Address:____________________________________________________
                  ____________________________________________________


                                    Rider B
                                    -------


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       29