REGISTRATION RIGHTS AGREEMENT

                                     between

                            ICG COMMUNICATIONS, INC.

                                       AND

                       THE PURCHASERS LISTED ON SCHEDULE I

                            dated as of April 7, 2000


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                                TABLE OF CONTENTS

Article I Definitions..........................................................1
   1.1    Definitions..........................................................1
   1.2    Internal References..................................................3

Article II Registration Rights.................................................3
   2.1    Demand Registration..................................................3
   2.2    Piggyback Registration...............................................6
   2.3    Shelf Registration...................................................7

Article III Registration Procedures............................................9
   3.1    Filings; Information.................................................9
   3.2    Registration Expenses...............................................13

Article IV Indemnification and Contribution...................................14
   4.1    Indemnification by the Company......................................14
   4.2    Indemnification by Selling Holders..................................15
   4.3    Conduct of Indemnification Proceedings..............................15
   4.4    Contribution........................................................16

Article V Miscellaneous.......................................................16
   5.1    Participation in Underwritten Registrations.........................16
   5.2    Rule 144............................................................17
   5.3    Holdback Agreements.................................................17
   5.4    Termination.........................................................18
   5.5    Amendments, Waivers, Etc............................................18
   5.6    Counterparts........................................................18
   5.7    Entire Agreement....................................................18
   5.8    Governing Law.......................................................18
   5.9    Assignment of Registration Rights...................................18



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                                                       This  REGISTRATION RIGHTS
                                                AGREEMENT (the  "Agreement"), is
                                                made  as  of April 7,  2000,  by
                                                and  between ICG Communications,
                                                Inc.,  a   Delaware  corporation
                                                (the "Company") and the entities
                                                listed  on  Schedule I  to  this
                                                Agreement.

                  WHEREAS, the Company,  Liberty Media Corporation,  HMTF Bridge
ICG,  LLC and  Gleacher/ICG  Investors  LLC entered  into a Preferred  Stock and
Warrant  Purchase  Agreement  dated as of February 27, 2000 (the "Stock Purchase
Agreement");

                  WHEREAS,  pursuant to an Assignment of Rights under  Preferred
Stock and Warrant  Purchase  Agreement  dated as of March 8, 2000, the remaining
Initial HMTF Holders (as defined  below)  became  parties to the Stock  Purchase
Agreement;

                  WHEREAS,  it is a  condition  precedent  to the closing of the
transactions  contemplated  in the Stock  Purchase  Agreement  that the  parties
hereto execute and deliver this Agreement;

                  NOW  THEREFORE,  in  consideration  of  the  premises,  mutual
promises and covenants  contained in this  Agreement and intending to be legally
bound, the parties hereto hereby agree as follows:

                                   Article I

                                   Definitions

1.1      Definitions.

         Terms  defined  in the  Stock  Purchase  Agreement  are used  herein as
therein defined except as otherwise indicated below. In addition,  the following
terms, as used herein, have the following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "Demand   Registration"   means  a   registration   under  the
Securities Act requested in accordance with Section 2.1.

                  "Gleacher Holder" means Gleacher/ICG Investors LLC.

                  "HMTF  Holders"  means the Initial HMTF Holders and any direct
or indirect  transferee  of any  Registrable  Securities  initially  held by the
Initial HMTF Holders.

                  "Holders" means,  collectively,  the HMTF Holders, the Liberty
Holders and the Gleacher Holder (including their respective  Affiliates) and any
direct or indirect transferee of any Registrable  Securities held by any of such
Persons.

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                  "Initial  Amount," on any particular  date and with respect to
the Liberty  Holders or the HMTF  Holders,  as  applicable,  means the number of
shares  of  Common  Stock  that  would  have  been  issuable  on such  date upon
conversion of all of the shares of Series A Preferred  Stock and the exercise of
all Warrants issued to the Liberty Holders or the HMTF Holders, respectively, on
the Closing Date (as  adjusted for stock  splits,  stock  dividends  and similar
events affecting the Series A Preferred Stock).

                  "Initial HMTF Holders" means HM4 ICG Qualified  Fund, LLC, HM4
ICG Private Fund, LLC, HM PG-IV ICG, LLC, HM 4-SBS ICG Coinvestors, LLC, HM 4-EQ
ICG Coinvestors, LLC, and HMTF Bridge ICG, LLC.

                  "Liberty Holders" means Liberty and each of its Affiliates.

                  "Piggyback  Registration"  has   the  meaning   set  forth  in
Section 2.2.

                  "Registrable  Common  Stock"  means (a) shares of Common Stock
issued or issuable  upon  conversion of the Series A Preferred  Stock  purchased
pursuant to the Stock Purchase Agreement, plus any additional shares of Series A
Preferred  Stock issued in respect  thereof in connection  with any stock split,
stock  dividend or similar  event with respect to the Series A Preferred  Stock,
plus any  additional  shares of Common  Stock issued with respect to such issued
shares of Common Stock in connection with any stock splits, stock dividends,  or
similar  events with  respect to the Common  Stock,  (b) shares of Common  Stock
issued or issuable upon exercise of the Warrants,  plus any additional shares of
Common  Stock  issued in  respect  of such  issued  shares  of  Common  Stock in
connection with any stock split, stock dividend or similar event with respect to
the Common  Stock and (c) any shares of Common  Stock owned by a Holder that are
restricted  securities within the meaning of Rule 144 or all such shares if such
Holder  reasonably  believes  at  such  time  that  it  may be  deemed  to be an
"affiliate" (as that term is defined in Rule 144) of the Company.

                  "Registrable  Securities"  means  (a) the  Registrable  Common
Stock and (b) any  securities of the Company or any successor  entity into which
Registrable  Common  Stock may  hereafter  be  converted  or changed.  As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities  when (i) a  registration  statement with respect to the sale of such
securities  shall  have  become  effective  under  the  Securities  Act and such
securities shall have been disposed of under such registration  statement,  (ii)
such  securities  shall have been  transferred  pursuant to Rule 144, (iii) such
securities  shall  have been  otherwise  transferred  or  disposed  of,  and new
certificates  therefor not bearing a legend  restricting  further transfer shall
have been delivered by the Company,  and  subsequent  transfer or disposition of
them shall not require their registration or qualification  under the Securities
Act or any similar state law then in force, or (iv) such  securities  shall have
ceased to be outstanding.

                  "Requesting  Holders"  means the Holders  requesting  a Demand
Registration,  and shall include parties deemed "Requesting Holders" pursuant to
Section 2.1(a)(iv).

                  "Rule 144" means  Rule 144 (or  any successor  rule of similar
effect) promulgated under the Securities Act.



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                  "Selling  Holder" means any Holder who is selling  Registrable
Securities pursuant to a public offering registered hereunder.

                  "Series A Preferred  Stock" means  collectively  the Company's
(i) 8% Series A-1 Convertible  Preferred Stock, par value $0.01 per share,  (ii)
8% Series A-2 Convertible  Preferred Stock, par value $0.01 per share, and (iii)
8% Series A-3 Convertible Preferred Stock, par value $0.01 per share.

                  "Shelf  Registration"  has the  meaning  set forth in  Section
2.3(b).

                  "Underwriter"  means a  securities  dealer who  purchases  any
Registrable   Securities   as  principal  and  not  as  part  of  such  dealer's
market-making activities.

                  "Warrants" means  the  Warrants  (as  defined  in  the   Stock
Purchase Agreement) to purchase Common Stock.

1.2      Internal References

         Unless  the  context  indicates  otherwise,   references  to  Articles,
Sections and paragraphs shall refer to the corresponding articles,  sections and
paragraphs  in this  Agreement,  and  references  to the parties  shall mean the
parties to the Stock Purchase Agreement.

                                   Article II

                               Registration Rights

2.1      Demand Registration

              (a)

                   (i)  Holders of a majority of the Registrable Securities held
         by the HMTF Holders  may make up  to three (3)  written requests  for a
         Demand Registration  of all or any part of  the Registrable  Securities
         held  by the  HMTF Holders  and  their direct  or indirect transferees;
         provided,  that (A) each  such Demand Registration  by the HMTF Holders
         must be in respect of Registrable Securities with  a fair market  value
         of  at least $50,000,000 or all of the  Registrable Securities  held by
         the requesting  HMTF Holders if the aggregate fair market  value of all
         of such  Registrable  Securities is less than  $50,000,000 and (B)  the
         HMTF  Holders shall not be entitled to a Demand Registration if, during
         the 120 days preceding such request,  the HMTF Holders had requested  a
         Demand   Registration   unless  the  Company  preempted   such   Demand
         Registration in accordance with Section 2.1(e) or the Company postponed
         the filing thereof in accordance with Section 3.1(a) and the requesting
         HMTF  Holders withdrew  the request for such  Demand Registration. Upon
         exercise  of  all or  any portion of  the Warrants  held  by  the  HMTF
         Holders, the Holders of a majority  of the Registrable Securities  held
         by the  HMTF Holders  may make one (1) additional written request for a
         Demand Registration, subject to  the proviso set forth in the foregoing
         sentence.


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                   (ii) Holders of a majority of the Registrable Securities held
         by the  Liberty  Holders may make up to six (6)  written  requests  for
         a Demand Registration of all or any part of the Registrable  Securities
         held  by the Liberty Holders and their direct or indirect  transferees;
         provided,  that (A)  each  such  Demand  Registration  by  the  Liberty
         Holders  must be in  respect  of  Registrable  Securities  with a  fair
         market  value  of  at  least  $50,000,000  or all  of  the  Registrable
         Securities  held  by the  requesting  Liberty  Holders if the aggregate
         fair market value of  all of such  Registrable  Securities is less than
         $50,000,000,  and (B) the  Liberty  Holders  shall not be entitled to a
         Demand  Registration  if, during  the 120 days  preceding such request,
         the Liberty  Holders had  requested a  Demand  Registration  unless the
         Company preempted such Demand  Registration in  accordance with Section
         2.1(e) or the Company  postponed  the filing thereof in accordance with
         Section 3.1(a) and the requesting  Liberty Holders withdrew the request
         for such Demand  Registration.  Upon  exercise of all or any portion of
         the Warrants held by the Liberty  Holders, the Holders of a majority of
         the Registrable  Securities held by the Liberty Holders may  make up to
         two (2) additional written requests for a  Demand Registration, subject
         to the proviso set forth in the foregoing sentence.

                   (iii)Any  request  for  a Demand  Registration  will  specify
         the aggregate number of shares of Registrable Securities proposed to be
         sold by the  Requesting  Holders and  will also  specify  the  intended
         method of  disposition  thereof.  A  registration  will  not count as a
         Demand  Registration  until it has become  effective.  Should a  Demand
         Registration  not become  effective  due to the failure of a  Holder to
         perform its  obligations  under this Agreement or  the inability of the
         Requesting  Holders to reach agreement  with the  Underwriters  for the
         proposed sale on price or other customary  terms for such  transaction,
         or in the event the Requesting  Holders  withdraw  or do not pursue the
         request for the Demand  Registration  (in  each of the foregoing cases,
         provided  that  at  such  time  the  Company  is in  compliance  in all
         material  respects with  its obligations  under this Agreement),  then,
         subject to Section 2.1(b), such  Demand Registration shall be deemed to
         have been effected (provided that (i) if, the  Demand Registration does
         not become  effective  because  a material adverse change has occurred,
         or is  reasonably  likely  to occur,  in the  condition  (financial  or
         otherwise),  business,  assets or  results of operations of the Company
         and its  subsidiaries  taken as  a whole  subsequent to the date of the
         written  request  made by  the  Requesting  Holders (ii) if the Company
         withdraws  the  Demand  Registration  for  any reason or  preempts  the
         request  for  the  Demand  Registration  or (iii) if,  after the Demand
         Registration   has  become   effective,   an  offering  of  Registrable
         Securities  pursuant to a registration  is interfered with  by any stop
         order, injunction,  or other order or requirement of  the Commission or
         other governmental  agency or court or (iv) if  the Demand Registration
         is  withdrawn  at the request of  the  Requesting  Holders  pursuant to
         Section 2.1(f) or Section 3.1(a),  then  the Demand  Registration shall
         not  be  deemed to have  been  effected  and will not count as a Demand
         Registration).

                   (iv) Upon  receipt of any  request for a Demand  Registration
         by holders of a majority of the Registrable Securities held by the HMTF
         Holders or  the Liberty Holders,  as the case may be, the Company shall
         promptly  (but in  any event within ten (10) days) give written  notice
         of such proposed  Demand  Registration to the HMTF Holders, in the case
         of a request by  an HMTF  Holder,  and to the Liberty  Holders,  in the
         case of a request by a  Liberty  Holder,  and all such HMTF  Holders or
         Liberty Holders, as  the case may be (including their respective direct


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         or indirect transferees) shall have  the right,  exercisable by written
         notice to the Company  within  twenty (20) days of their receipt of the
         Company's notice, to elect  to include in such Demand Registration such
         portion of  their Registrable  Securities as they may request. All such
         Holders requesting to have  their Registrable  Securities included in a
         Demand Registration in  accordance with the preceding sentence shall be
         deemed to be "Requesting  Holders" for purposes of this Section 2.1.

              (b) In the event  that the Requesting  Holders withdraw or  do not
pursue  a request  for a Demand  Registration  and,  pursuant to  Section 2.1(a)
hereof,  such Demand Registration  is deemed to have been  effected, the Holders
may reacquire  such Demand  Registration  (such that the  withdrawal  or failure
to pursue a request will not  count as a  Demand  Registration hereunder) if the
Selling  Holders reimburse  the Company  for any and all  Registration  Expenses
incurred  by  the  Company  in  connection  with  such  request  for  a   Demand
Registration  that was withdrawn or not pursued.

              (c) If the  Requesting  Holders  so elect,  the  offering  of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of a "firm  commitment"  underwritten  offering.  A majority in  interest of the
Requesting Holders  shall have the right to  select  the  managing  Underwriters
and any additional  investment  bankers  and managers to be  used in  connection
with any offering under this  Section  2.1, subject to the  Company's  approval,
which approval shall not be unreasonably withheld.

              (d) The  Requesting  Holders  will  inform the Company of the time
and  manner of  any disposition  of  Registrable  Common  Stock,  and  agree  to
reasonably  cooperate  with  the  Company  in  effecting the  disposition of the
Registrable  Common  Stock  in a  manner that does not unreasonably disrupt  the
public trading market for the Common Stock; provided, however, that the Holders'
only  right  to  a  shelf  registration  statement shall  be pursuant to Section
2.3.

              (e) The  Company  will  have  the  right  to  preempt  any  Demand
Registration with  a primary  registration by  delivering written notice (within
seven business days  after the  Company has received  a request  for such Demand
Registration)  of such  intention to the Requesting  Holders indicating that the
Company has identified a specific  business need and use for the proceeds of the
sale of such  securities and had  contemplated  such sale of securities prior to
receiving the Requesting Holders' notice, and the Company shall use commercially
reasonable  efforts  to effect a  primary  registration  within  90 days of such
notice.  In  the  ensuing  primary registration,  the  Holders  will  have  such
piggyback registration rights as are set forth in Section 2.2  hereof.  Upon the
Company's   preemption  of  a  requested  Demand  Registration,  such  requested
registration will not count as the Holders' Demand Registration.  If the Company
thereafter decides  to abandon its intention  to pursue such sale of securities,
it shall give notice  thereof to any  preempted Holders within two business days
following the Company's decision. The  Company may exercise the right to preempt
a Demand Registration only once in any 360-day period; provided, that during any
360-day  period  the  Company shall use  its reasonable  best efforts to  permit
a period of at least 180 consecutive  days  during which the Selling Holders may
effect a Demand Registration.


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              (f) Securities to be sold for the account of any Person (including
the Company) other than a Requesting  Holder shall not be  included  in a Demand
Registration  if the  managing  Underwriter  or  Underwriters  shall  advise the
Company  and the  Requesting  Holders  in  writing  that the  inclusion  of such
securities  will  materially  and adversely  affect the price of the offering (a
"Material Adverse Effect").  Furthermore,  in the event the managing Underwriter
or  Underwriters  shall advise the Company or the  Requesting  Holders that even
after  exclusion of all  securities  of other  Persons  (including  the Company)
pursuant  to the  immediately  preceding  sentence,  the  amount of  Registrable
Securities  proposed to be included in such Demand  Registration  by  Requesting
Holders  is  sufficiently   large  to  cause  a  Material  Adverse  Effect,  the
Registrable  Securities of the Requesting  Holders to be included in such Demand
Registration  shall  equal  the  number  of shares  which  the  Company  and the
Requesting  Holders  are so  advised  can be  sold in such  offering  without  a
Material  Adverse  Effect and such shares shall be allocated  pro rata among the
Requesting  Holders  on  the  basis  of the  number  of  Registrable  Securities
requested to be included in such  registration by each such  Requesting  Holder;
provided, however, that if any Registrable Securities requested to be registered
pursuant  to  a  Demand   Registration  under  Section  2.1  are  excluded  from
registration  hereunder,  then the Holder(s)  having shares excluded  ("Excluded
Holders")  shall have the right to withdraw  all, or any part,  of their  shares
from such registration and if withdrawn in full such Demand  Registration  shall
not be deemed to have been effected and will not count as a Demand Registration.

2.2      Piggyback Registration

               (a) If the  Company  proposes to  file  a registration  statement
under the Securities Act with respect to an offering of Common Stock for its own
account  or for  the  account of  another  Person  (other  than  a  registration
statement on  Form S-4  or  S-8,  or,  except as  provided for  in  Section 2.3,
pursuant to Rule 415 (or any  substitute form or rule, respectively, that may be
adopted  by  the  Commission)),  the  Company  shall give written notice of such
proposed  filing to the  Holders at the address  set forth in the share register
of the Company as soon as reasonably  practicable  (but in no event less than 15
days before the anticipated filing date), undertaking to provide each Holder the
opportunity to register on the same terms and  conditions  such number of shares
of  Registrable   Securities  as   such   Holder  may   request  (a   "Piggyback
Registration"). Each Holder will have seven  business days after  receipt of any
such  notice to notify the Company as to whether it wishes to  participate  in a
Piggyback  Registration (which  notice shall not be deemed to be a request for a
Demand  Registration); provided  that should  a Holder  fail  to provide  timely
notice to the Company, such Holder will forfeit any rights to participate in the
Piggyback  Registration with  respect to such  proposed offering  other than  as
described in Section 2.1(a)(iv). In the event  that the  registration  statement
is filed on behalf of a Person  other than the Company, the Company will use its
best efforts to have the shares  of  Registrable  Securities  that  the  Holders
wish  to sell  included  in the registration  statement.  If the  Company or the
Person for whose account such offering is being made shall determine in its sole
discretion not to register or to delay the proposed  offering, the Company  may,
at its election,  provide written notice of such  determination  to the  Holders
and (i) in  the case  of  a determination not to  effect the proposed  offering,
shall thereupon be relieved of  the  obligation  to  register  such  Registrable
Securities  in  connection therewith, and (ii) in the case of a determination to
delay a  proposed offering, shall  thereupon be  permitted to delay  registering
such  Registrable  Securities for the same period as the delay in respect of the
proposed offering. As between the Company and  the Selling Holders, the  Company


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shall be  entitled to select the  Underwriters in connection  with any Piggyback
Registration.

              (b) If the Registrable Securities requested  to be included in the
Piggyback Registration by any Holder differ from the type of securities proposed
to be registered by the Company and the managing Underwriter advises the Company
that due to such differences the inclusion of such Registrable  Securities would
cause  a  Material  Adverse  Effect,  then  (i)  the  number  of  such  Holders'
Registrable  Securities  to be included in the Piggyback  Registration  shall be
reduced to an amount which,  in the opinion of the managing  Underwriter,  would
eliminate such Material  Adverse Effect or (ii) if no such reduction  would,  in
the opinion of the managing Underwriter, eliminate such Material Adverse Effect,
then the Company shall have the right to exclude all such Registrable Securities
from such Piggyback  Registration,  provided,  that no other  securities of such
type are  included  and  offered  for the  account  of any other  Person in such
Piggyback   Registration.   Any  partial  reduction  in  number  of  Registrable
Securities of any Holder to be included in the Piggyback  Registration  pursuant
to clause (i) of the immediately  preceding  sentence shall be effected pro rata
based on the ratio  which  such  Holder's  requested  shares  bears to the total
number of shares requested to be included in such Piggyback  Registration by all
Persons  other than the Company who have the  contractual  right to request that
their shares be included in such  registration  statement and who have requested
that their shares be included.  If the  Registrable  Securities  requested to be
included in the  registration  statement are of the same type as the  securities
being registered by the Company and the managing Underwriter advises the Company
that the inclusion of such Registrable Securities would cause a Material Adverse
Effect, the Company will be obligated to include in such registration statement,
as to each  Holder only a portion of the shares  such  Holder has  requested  be
registered equal to the ratio which such Holder's  requested shares bears to the
total number of shares requested to be included in such  registration  statement
by all Persons (other than the Person or Persons  initiating  such  registration
request) who have the contractual right to request that their shares be included
in such registration  statement and who have requested their shares be included.
If the Company initiated the  registration,  then the Company may include all of
its securities in such registration statement before any such Holder's requested
shares are included. If another security holder initiated the registration, then
the Company may not include any of its securities in such registration statement
unless all Registrable  Securities  requested to be included in the registration
statement by all Holders are included in such  registration  statement.  If as a
result of the provisions of this Section 2.2(b) any Holder shall not be entitled
to include all  Registrable  Securities in a  registration  that such Holder has
requested to be so included,  such Holder may withdraw such Holder's  request to
include  Registrable  Securities  in such  registration  statement  prior to its
effectiveness.

2.3      Shelf Registration

              (a) Holders  of a  majority of the  Registrable Securities held by
the Liberty  Holders  ("Majority  Liberty  Holders")  may, at any time after the
first  anniversary of the Closing Date,  make a written request that the Company
effect a shelf  registration of a portion of the Registrable  Securities held by
the Liberty Holders and their direct or indirect transferees (the "Liberty Shelf
Registration")  pursuant to Rule 415;  provided,  that the  aggregate  amount of
Registrable  Securities that may be included in such Liberty Shelf  Registration
may not exceed 25% of the Liberty  Holders'  Initial  Amount.  Upon receipt of a
request for the Liberty Shelf  Registration,  the Company shall promptly (but in


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any event within 10 business days) give written  notice of the proposed  Liberty
Shelf Registration to all other Liberty Holders, and all such Holders (including
their  direct  and  indirect  transferees)  shall  have  the  right  to  include
Registrable  Securities  in  the  Liberty  Shelf  Registration  subject  to  the
foregoing limitation. From and after the second anniversary of the Closing Date,
the Majority  Liberty  Holders may make a written request that the Company amend
the Liberty Shelf  Registration to include in the Liberty Shelf  Registration no
more than 50% of the  Liberty  Holders'  Initial  Amount.  Upon  receipt of such
request,  the Company shall  promptly (but in any event within 10 business days)
give written notice of the proposed amendment to all other Liberty Holders,  and
all such Holders  (including their direct and indirect  transferees)  shall have
the  right to  include  Registrable  Securities  in the  amended  Liberty  Shelf
Registration  subject  to the  foregoing  limitation.  From and  after the third
anniversary  of the Closing  Date,  the  Majority  Liberty  Holders'  may make a
written request that the Company amend the Liberty Shelf Registration to include
in the  Liberty  Shelf  Registration  no more than 75% of the  Liberty  Holders'
Initial Amount. Upon receipt of such request, the Company shall promptly (but in
any event within 10 business days) give written notice of the proposed amendment
to all other Liberty Holders,  and all such Holders  (including their direct and
indirect transferees) shall have the right to include Registrable  Securities in
the amended Liberty Shelf Registration subject to the foregoing limitation. From
and after the fourth  anniversary  of the Closing  Date,  the  Majority  Liberty
Holders  may make a written  request  that the Company  amend the Liberty  Shelf
Registration  to include in the  Liberty  Shelf  Registration  up to 100% of the
Liberty Holders' Initial Amount. Upon receipt of such request, the Company shall
promptly (but in any event within 10 business  days) give written  notice of the
proposed amendment to all other Liberty Holders, and all such Holders (including
their  direct  and  indirect  transferees)  shall  have  the  right  to  include
Registrable  Securities in the amended Liberty Shelf  Registration up to 100% of
the Liberty Holders' Initial Amount.

              (b) Holders of a  majority of the Registrable  Securities  held by
the HMTF  Holders  ("Majority  HMTF  Holders")  may, at any time after the first
anniversary of the Closing Date,  make a written request that the Company effect
a shelf registration of a portion of the Registrable Securities held by the HMTF
Holders and their direct or indirect transferees (the "HMTF Shelf Registration")
pursuant  to Rule  415;  provided,  that the  aggregate  amount  of  Registrable
Securities that may be included in such HMTF Shelf  Registration  may not exceed
25% of the HMTF Holders' Initial Amount.  Upon receipt of a request for the HMTF
Shelf  Registration,  the Company  shall  promptly  (but in any event  within 10
business  days) give written notice of the proposed HMTF Shelf  Registration  to
all other  HMTF  Holders,  and all such  Holders  (including  their  direct  and
indirect transferees) shall have the right to include Registrable  Securities in
the HMTF Shelf Registration subject to the foregoing limitation.  From and after
the second anniversary of the Closing Date, the Majority HMTF Holders may make a
written request that the Company amend the HMTF Shelf Registration to include in
the HMTF  Shelf  Registration  no more  than 50% of the  HMTF  Holders'  Initial
Amount.  Upon receipt of such request,  the Company  shall  promptly (but in any
event within 10 business days) give written notice of the proposed  amendment to


                                       8
<PAGE>


all other  HMTF  Holders,  and all such  Holders  (including  their  direct  and
indirect transferees) shall have the right to include Registrable  Securities in
the amended HMTF Shelf Registration  subject to the foregoing  limitation.  From
and after the third  anniversary of the Closing Date, the Majority HMTF Holders'
may make a written request that the Company amend the HMTF Shelf Registration to
include in the HMTF  Shelf  Registration  no more than 75% of the HMTF  Holders'
Initial Amount. Upon receipt of such request, the Company shall promptly (but in
any event within 10 business days) give written notice of the proposed amendment
to all other HMTF  Holders,  and all such  Holders  (including  their direct and
indirect transferees) shall have the right to include Registrable  Securities in
the amended HMTF Shelf Registration  subject to the foregoing  limitation.  From
and after the fourth  anniversary of the Closing Date, the Majority HMTF Holders
may make a written request that the Company amend the HMTF Shelf Registration to
include in the HMTF Shelf  Registration up to 100% of the HMTF Holders'  Initial
Amount.  Upon receipt of such request,  the Company  shall  promptly (but in any
event within 10 business days) give written notice of the proposed  amendment to
all other  HMTF  Holders,  and all such  Holders  (including  their  direct  and
indirect transferees) shall have the right to include Registrable  Securities in
the amended  HMTF Shelf  Registration  up to 100% of the HMTF  Holders'  Initial
Amount.

              (c) If  the Company's ability to amend the registration  statement
for the Liberty  Shelf  Registration  or the HMTF Shelf  Registration  (each,  a
"Shelf Registration") to increase the number of Registrable  Securities included
therein (or to file a new shelf  registration  statement in respect  thereof) in
accordance with this Section 2.3 is subject to any contractual  limitations that
could  delay the  Company's  ability to file or cause to become  effective  such
registration  statement,  then, if requested by the Majority Liberty Holders (in
the case of Section 2.3(a)) or the Majority HMTF Holders (in the case of Section
2.3(b)) the Company  shall,  in lieu of  following  the  procedure  set forth in
Section 2.3(a) or Section 2.3(b), as the case may be, file a single registration
statement for the Shelf Registration referred to in the applicable provisions of
such  Sections  (and  cause  such  registration  statement  to become and remain
effective  for the  period  set forth in  Section  3.1) that  would  permit  the
offering of such portion of the  Registrable  Securities  (up to 100%) as may be
requested by the Majority Liberty Holders (in the case of Section 2.3(a)) or the
Majority HMTF Holders (in the case of Section 2.3(b)),  (it being understood and
agreed that the Holders of the Registrable  Securities  would not have the right
to offer and sell from such Shelf Registration Registrable Securities other than
in  accordance  with the  schedule  and amounts  set forth in Section  2.3(a) or
Section 2.3(b), as applicable).

                                  Article III

                             Registration Procedures

3.1      Filings; Information

         In connection with the registration of Registrable  Securities pursuant
to Section  2.1,  Section 2.2 and Section 2.3 hereof,  the Company  will use its
reasonable  best  efforts  to  effect  the   registration  of  such  Registrable
Securities as promptly as is reasonably practicable,  and in connection with any
such request:

              (a) The  Company  will  expeditiously  prepare  and file  with the
Commission  a  registration  statement  on any form for which the  Company  then
qualifies and which counsel for the Company shall deem appropriate and available
for the  sale of the  Registrable  Securities  to be  registered  thereunder  in
accordance  with  the  intended  method  of  distribution  thereof,  and use its
reasonable best efforts to cause such filed registration statement to become and
remain  effective  (i) with  respect to any  Demand  Registration  or  Piggyback
Registration,  for such  period,  not to  exceed 60 days,  as may be  reasonably
necessary  to effect the sale of such  securities,  (ii) with respect to a Shelf


                                       9
<PAGE>


Registration,  until  the  earlier  of the  sale of all  Registrable  Securities
thereunder  and the fifth  anniversary  of the  Closing  Date (or if such  Shelf
Registration  is filed or  amended  on or after the  fourth  anniversary  of the
Closing  Date,  then  the  earlier  of the  sale of all  Registrable  Securities
thereunder  and the  second  anniversary  of the  effective  date of such  Shelf
Registration)  (it  being  understood  that if at any time  all the  Registrable
Securities then permitted to be sold under such Shelf  Registration  pursuant to
Section  2.3 have  been  sold but the  Holders  have the  right to  request  the
addition of additional  Registrable  Securities to the Shelf Registration in the
future pursuant to Section 2.3, the Company may (at its option) either cause the
registration  statement to remain effective  (notwithstanding  the fact that all
securities then registrable on such shelf registration statement shall have been
sold) and file post-effective amendments when required to permit the sale of the
additional  Registrable  Securities or prepare and file, and cause to become and
remain effective,  a new shelf registration statement to effect the registration
of the additional Registrable Securities when required pursuant to Section 2.3);
provided that if the Company  shall furnish to the Selling  Holder a certificate
signed by the Company's Chairman,  President or any Executive  Vice-President or
Vice-President  stating that the Company's  Board of Directors has determined in
good faith that it would be  detrimental  or  otherwise  disadvantageous  to the
Company or its  stockholders  for such a  registration  statement to be filed as
expeditiously as possible because the sale of Registrable  Securities covered by
such  Registration  Statement or the  disclosure of  information  in any related
prospectus  or  prospectus   supplement  would  materially  interfere  with  any
acquisition,  financing or other  material  event or  transaction  which is then
intended  or the  public  disclosure  of which at the time  would be  materially
prejudicial to the Company, the Company may postpone the filing or effectiveness
of a  registration  statement  for a period of not more than 120 days;  provided
that during any 360-day period the Company shall use its reasonable best efforts
to permit a period of at least 180  consecutive  days  during  which the Company
will make a registration statement available under this Agreement;  and provided
further  that if (i) the  effective  date of any  registration  statement  filed
pursuant to a Demand  Registration would otherwise be at least 45 calendar days,
but fewer than 90 calendar days, after the end of the Company's fiscal year, and
(ii) the Securities Act requires the Company to include audited financials as of
the end of such fiscal  year,  the Company may delay the  effectiveness  of such
registration  statement  for such period as is  reasonably  necessary to include
therein its audited  financial  statements  for such fiscal year. If the Company
exercises its right to postpone the filing or  effectiveness  of a  registration
statement, the applicable Requesting Holders shall be entitled to withdraw their
request  for  such  Demand  Registration  and it  shall  not  count  as a Demand
Registration.

              (b) Anything in this Agreement to the contrary notwithstanding, it
is  understood  and agreed  that the  Company  shall not be required to keep any
shelf registration  effective or useable for offers and sales of the Registrable
Securities, file a post effective amendment to a shelf registration statement or
prospectus supplement or to supplement or amend any registration  statement,  if
the Company is then involved in discussions concerning, or otherwise engaged in,
any material financing or investment,  acquisition or divestiture transaction or
other material business purpose if the Company determines in good faith that the
making of such a filing,  supplement  or amendment at such time would  interfere
with such transaction or purpose. The Company shall promptly give the Holders of
Registrable Securities written notice of such postponement  containing a general
statement  of the  reasons for such  postponement  and an  approximation  of the
anticipated delay. Upon receipt by a Holder of Registrable  Securities of notice
of an event of the kind  described  in this  Section  3.1(b),  such Holder shall


                                       10
<PAGE>


forthwith discontinue such Holder's disposition of Registrable  Securities until
such  Holder's  receipt of notice from the  Company  that such  disposition  may
continue and of any supplemented or amended prospectus indicated in such notice.
The Company shall use its reasonable best efforts to permit sales of Registrable
Securities on such shelf registration statement for at least 180 days during any
360-day  period.  In the event the Company  shall give notice of an event of the
kind  described  in this  Section  3.1(b),  the Company  shall extend the period
during which the applicable registration statement shall be maintained effective
as  provided  in Section  3.1(a)  hereof by the number of days during the period
from and  including  the date of the giving of such  notice to the date when the
Company shall give notice to the Selling Holders that such  dispositions of such
Registrable Securities may continue and shall have made available to the Selling
Holders any such supplemented or amended prospectus.

              (c) The  Company   will,  if  requested,  prior  to   filing  such
registration  statement or any amendment or supplement  thereto,  furnish to the
Selling  Holders,  and each  applicable  managing  Underwriter,  if any,  copies
thereof,   and  thereafter   furnish  to  the  Selling  Holders  and  each  such
Underwriter,  if any,  such  number of copies  of such  registration  statement,
amendment and supplement  thereto (in each case  including all exhibits  thereto
and documents  incorporated by reference therein) and the prospectus included in
such  registration  statement  (including  each  preliminary  prospectus) as the
Selling  Holders or each such  Underwriter  may  reasonably  request in order to
facilitate the sale of the Registrable Securities by the Selling Holders.

              (d) After the filing of the  registration  statement,  the Company
will  promptly  notify the Selling  Holders of any stop order  issued or, to the
Company's  knowledge,  threatened  to be issued by the  Commission  and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered.

              (e) The  Company  will use  its  commercially  reasonable  efforts
to  qualify  the  Registrable  Securities  for offer and sale  under  such other
securities  or blue sky laws of such  jurisdictions  in the United States as the
Selling Holders reasonably request; keep each such registration or qualification
(or exemption  therefrom) effective during the period in which such registration
statement  is required to be kept  effective;  and do any and all other acts and
things  which may be  reasonably  necessary  or advisable to enable each Selling
Holder to consummate the disposition of the Registrable Securities owned by such
Selling  Holder in such  jurisdictions;  provided  that the Company  will not be
required to (i) qualify  generally to do business in any  jurisdiction  where it
would not otherwise be required to qualify but for this paragraph  3.1(e),  (ii)
subject itself to taxation in any such  jurisdiction or (iii) consent to general
service of process in any such jurisdiction.

              (f) The  Company will  as promptly as  is practicable  notify  the
Selling  Holders,  at any time  when a  prospectus  relating  to the sale of the
Registrable  Securities  is required by law to be delivered in  connection  with
sales by an Underwriter or dealer,  of the occurrence of any event requiring the
preparation  of a  supplement  or  amendment  to such  prospectus  so  that,  as
thereafter  delivered to the  purchasers of such  Registrable  Securities,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state any 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 and promptly make available to the Selling  Holders and to
the Underwriters any such supplement or amendment. Upon receipt of any notice of


                                       11
<PAGE>


the  occurrence of any event of the kind  described in the  preceding  sentence,
Selling  Holders will  forthwith  discontinue  the offer and sale of Registrable
Securities  pursuant to the  registration  statement  covering such  Registrable
Securities  until  receipt by the Selling  Holders and the  Underwriters  of the
copies of such  supplemented  or amended  prospectus  and, if so directed by the
Company,  the Selling Holders will deliver to the Company all copies, other than
permanent  file copies then in the  possession of Selling  Holders,  of the most
recent prospectus covering such Registrable Securities at the time of receipt of
such notice. In the event the Company shall give such notice,  the Company shall
extend the period during which such  registration  statement shall be maintained
effective as provided in Section  3.1(a) hereof by the number of days during the
period from and including the date of the giving of such notice to the date when
the Company shall make  available to the Selling  Holders such  supplemented  or
amended prospectus.

              (g) The Company will enter into customary agreements (including an
underwriting   agreement  in  customary   form)  and  take  such  other  actions
(including,  without  limitation,  participation  in  road  shows  and  investor
conference calls) as are required in order to expedite or facilitate the sale of
such Registrable Securities.

              (h) At the  request  of any  Underwriter  in  connection  with  an
underwritten  offering  the  Company  will  furnish  (i) an opinion of  counsel,
addressed to the  Underwriters,  covering such customary matters as the managing
Underwriter may reasonably  request and (ii) a comfort letter or comfort letters
from the  Company's  independent  public  accountants  covering  such  customary
matters as the managing Underwriter may reasonably request.

              (i) If  requested  by  the  managing  Underwriter  or any  Selling
Holder,  the Company shall promptly  incorporate  in a prospectus  supplement or
post  effective  amendment such  information as the managing  Underwriter or any
Selling Holder  reasonably  requests to be included  therein,  including without
limitation,  with  respect  to the  Registrable  Securities  being  sold by such
Selling Holder,  the purchase price being paid therefor by the  Underwriters and
with respect to any other terms of the underwritten  offering of the Registrable
Securities to be sold in such offering,  and promptly make all required  filings
of such prospectus supplement or post effective amendment.

              (j) The Company shall  promptly make available  for  inspection by
any Selling Holder or Underwriter  participating in any disposition  pursuant to
any  registration  statement,  and any  attorney,  accountant  or other agent or
representative retained by any such Selling Holder or Underwriter (collectively,
the  "Inspectors"),   all  financial  and  other  records,  pertinent  corporate
documents and properties of the Company (collectively,  the "Records"), as shall
be  reasonably  necessary  to  enable  them  to  exercise  their  due  diligence
responsibility,  and cause the  Company's  officers,  directors and employees to
supply all  information  requested by any such Inspector in connection with such
registration  statement;  provided,  however, that unless the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in the
registration  statement or the release of such Records is ordered  pursuant to a
subpoena  or other  order from a court of  competent  jurisdiction,  the Company
shall not be required to provide any information  under this subparagraph (j) if
(A) the Company believes,  after consultation with counsel for the Company, that
to do so would cause the Company to forfeit an  attorney-client  privilege  that
was  applicable  to  such  information  or (B) if  either  (1) the  Company  has
requested and been granted from the  Commission  confidential  treatment of such
information  contained in any filing with the  Commission or documents  provided


                                       12
<PAGE>


supplementally  or otherwise or (2) the Company  reasonably  determines  in good
faith that such  Records are  confidential  and so notifies  the  Inspectors  in
writing unless prior to furnishing any such  information  with respect to (A) or
(B) such Holder of Registrable  Securities requesting such information agrees to
enter  into a  confidentiality  agreement  in  customary  form  and  subject  to
customary exceptions; provided further, however, that each Holder of Registrable
Securities agrees that it will, upon learning that disclosure of such Records is
sought in a court of  competent  jurisdiction,  give  notice to the  Company and
allow the  Company,  at its  expense,  to  undertake  appropriate  action and to
prevent disclosure of the Records deemed confidential.

              (k)  The Company shall cause the Registrable  Securities  included
in  any registration  statement to be (A) listed on each securities exchange, if
any, on which  similar  securities  issued  by  the  Company  are  then  listed,
or (B) authorized to be quoted and/or listed (to the extent  applicable)  on the
Nasdaq National Market if the Registrable Securities so qualify.

              (l) The Company shall  provide a CUSIP number for the  Registrable
Securities included  in any registration statement not later  than the effective
date of such registration statement.

              (m) The Company shall cooperate with each Selling  Holder and each
Underwriter participating  in the  disposition  of such  Registrable  Securities
and their respective counsel in connection with any filings  required to be made
with the National Association of Securities Dealers, Inc.

              (n) The Company  shall during  the period when the  prospectus  is
required to be  delivered under the Securities Act,  promptly file all documents
required to be filed with the Commission  pursuant  to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act.

              (o) The Company  will make  generally  available  to its  security
holders,  as soon as reasonably  practicable,  an earnings  statement covering a
period of 12 months,  beginning  within three months after the effective date of
the  registration   statement,   which  earnings  statement  shall  satisfy  the
provisions of Section 11(a) of the Securities Act and the rules and  regulations
of the Commission thereunder.

         The Company may require Selling Holders  promptly to furnish in writing
to the Company such  information  regarding  such Selling  Holders,  the plan of
distribution of the Registrable  Securities and other information as the Company
may from  time to time  reasonably  request  or as may be  legally  required  in
connection with such registration.

3.2      Registration Expenses

         In connection with any  Registration  effected  hereunder,  the Company
shall pay the following  expenses  incurred in connection with such registration
(the  "Registration  Expenses"):  (i)  registration  and  filing  fees  with the
Commission and the National  Association of Securities Dealers,  Inc., (ii) fees
and  expenses  of  compliance  with  securities  or  blue  sky  laws  (including
reasonable  fees and  disbursements  of  counsel  in  connection  with  blue sky
qualifications of the Registrable  Securities),  (iii) printing  expenses,  (iv)
fees and expenses  incurred in  connection  with the listing or quotation of the
Registrable Securities,  (v) fees and expenses of counsel to the Company and the


                                       13
<PAGE>


reasonable fees and expenses of independent certified public accountants for the
Company  (including fees and expenses  associated with the special audits or the
delivery  of comfort  letters),  (vi) the  reasonable  fees and  expenses of any
additional experts retained by the Company in connection with such registration,
(vii) all roadshow  costs and expenses not paid by the  Underwriters  and (viii)
the reasonable fees and expenses of one counsel for the Selling Holders.

                                   Article IV

                        Indemnification and Contribution

4.1      Indemnification by the Company

         The Company  agrees to indemnify and hold harmless each Selling  Holder
and  its  Affiliates  and  their  respective  officers,   directors,   partners,
stockholders, members, employees, agents and representatives and each Person (if
any) which  controls a Selling Holder within the meaning of either Section 15 of
the  Securities  Act or Section 20 of the Exchange Act, from and against any and
all  losses,  claims,  damages,  liabilities,   costs  and  expenses  (including
reasonable attorneys' fees) caused by, arising out of, resulting from or related
to any untrue statement or alleged untrue statement of a material fact contained
or  incorporated  by  reference  in any  registration  statement  or  prospectus
relating  to the  Registrable  Securities  (as  amended or  supplemented  if the
Company shall have  furnished  any  amendments  or  supplements  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 or liabilities are caused by or based upon any information  furnished in
writing to the Company by or on behalf of such Selling Holder  expressly for use
therein or by the Selling Holder's failure to deliver a copy of the registration
statement or  prospectus  or any  amendments  or  supplements  thereto after the
Company  has  furnished  the Selling  Holder with copies of the same;  provided,
however,  that the Company  shall have no  obligation  to  indemnify  under this
sentence to the extent any such losses, claims, damages or liabilities have been
finally and  non-appealably  determined  by a court to have  resulted  from such
Selling Holder's willful misconduct or gross negligence. The Company also agrees
to indemnify any Underwriters of the Registrable Securities,  their officers and
directors and each person who controls such  Underwriters on  substantially  the
same basis as that of the  indemnification  of the Selling  Holders  provided in
this Section 4.1, except insofar as such losses,  claims, damages or liabilities
are caused by or based upon any information  furnished in writing to the Company
by or on  behalf  of  such  Underwriter  expressly  for  use  therein  or by the
Underwriter's  failure  to  deliver  a copy  of the  registration  statement  or
prospectus  or any  amendments  or  supplements  thereto  after the  Company has
furnished the Underwriter with copies of the same; provided,  however,  that the
Company shall have no obligation to indemnify  under this sentence to the extent
any  such  losses,   claims,  damages  or  liabilities  have  been  finally  and
non-appealably   determined   by  a  court  to  have   resulted  from  any  such
Underwriter's willful misconduct or gross negligence.


                                       14
<PAGE>



4.2      Indemnification by Selling Holders

         Each Selling  Holder agrees to indemnify and hold harmless the Company,
its officers and directors,  and each Person, if any, which controls the Company
within the meaning of either  Section 15 of the  Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing  indemnity from the Company
to each Selling  Holder,  but only with  reference to  information  furnished in
writing  by or on  behalf  of  such  Selling  Holder  expressly  for  use in any
registration statement or prospectus relating to the Registrable Securities,  or
any amendment or supplement thereto, or any preliminary prospectus. Each Selling
Holder  also agrees to  indemnify  and hold  harmless  any  Underwriters  of the
Registrable  Securities,  their  officers  and  directors  and each  person  who
controls  such  Underwriters  on  substantially  the  same  basis as that of the
indemnification  of the Company  provided  in this  Section  4.2,  but only with
reference  to  information  furnished in writing by or on behalf of such Selling
Holder expressly for use in any registration statement or prospectus relating to
the  Registrable  Securities,  or any  amendment or supplement  thereto,  or any
preliminary prospectus.  Each such Selling Holder's liability under this Section
4.2 shall be limited to an amount equal to the net proceeds (after deducting the
underwriting  discount and  expenses)  received by such Selling  Holder from the
sale of such  Registrable  Securities by such Selling Holder.  The obligation of
each Selling Holder shall be several and not joint.

4.3      Conduct of Indemnification Proceedings

         In case any proceeding (including any governmental investigation) shall
be instituted  involving any Person in respect of which  indemnity may be sought
pursuant to Section 4.1 or Section 4.2,  such Person (the  "Indemnified  Party")
shall promptly  notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party, upon the request of
the  Indemnified  Party,  shall retain counsel  reasonably  satisfactory to such
Indemnified  Party to  represent  such  Indemnified  Party  and any  others  the
Indemnifying  Party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  Indemnified  Party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the  Indemnified  Party and the  Indemnifying  Party  and,  in the  written
opinion of counsel for the Indemnified Party,  representation of both parties by
the same counsel  would be  inappropriate  due to actual or potential  differing
interests between them. It is understood that the Indemnifying  Party shall not,
in  connection   with  any  proceeding  or  related   proceedings  in  the  same
jurisdiction, be liable for the fees and expenses of more than one separate firm
of  attorneys  (in  addition  to any  local  counsel)  at any  time for all such
Indemnified  Parties, and that all such fees and expenses shall be reimbursed as
they are incurred.  In the case of any such  separate  firm for the  Indemnified
Parties,  such firm shall be designated in writing by the  Indemnified  Parties.
The Indemnifying  Party shall not be liable for any settlement of any proceeding
effected without its written  consent,  but if settled with such consent (not to
be  unreasonably  withheld),  or if there be a final judgment for the plaintiff,
the  Indemnifying  Party shall  indemnify  and hold  harmless  such  Indemnified
Parties from and against any loss or liability  (to the extent  stated above) by
reason of such settlement or judgment.


                                       15
<PAGE>



4.4      Contribution

         If the  indemnification  provided for in this Article IV is unavailable
to an Indemnified Party in respect of any losses, claims, damages or liabilities
in  respect  of which  indemnity  is to be  provided  hereunder,  then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the
fullest extent permitted by law contribute to the amount paid or payable by such
Indemnified Party as a result of such losses,  claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of such party in
connection  with the  statements  or  omissions  that  resulted in such  losses,
claims,  damages  or  liabilities,  as  well  as any  other  relevant  equitable
considerations.  The  relative  fault of the Company,  a Selling  Holder and the
Underwriters  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
such party and the parties'  relative intent,  knowledge,  access to information
and opportunity to correct or prevent such statement or omission.

         The Company and each  Selling  Holder  agrees that it would not be just
and equitable if  contribution  pursuant to this Section 4.4 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 that 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  or  liabilities  referred  to  in  the  immediately  preceding
paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in  connection  with  investigating  or  defending  any such  action  or  claim.
Notwithstanding  the  provisions  of this  Article IV, 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,  and each  Selling
Holder shall not be required to contribute any amount in excess of the amount by
which the net proceeds of the offering (before deducting  expenses)  received by
such Selling  Holder exceeds the amount of any damages which such Selling Holder
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  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation.

                                   Article V

                                  Miscellaneous

5.1      Participation in Underwritten Registrations

         No Person  may  participate  in any  underwritten  registered  offering
contemplated  hereunder  unless such Person (a) agrees to sell its securities on
the basis  provided  in any  underwriting  arrangements  approved by the Persons
entitled hereunder to approve such arrangements,  (b) completes and executes all
questionnaires,   powers  of  attorney,   custody   arrangements,   indemnities,
underwriting  agreements and other documents reasonably required under the terms


                                       16
<PAGE>


of such  underwriting  arrangements  and this  Agreement  and (c)  furnishes  in
writing to the Company  such  information  regarding  such  Person,  the plan of
distribution of the Registrable  Securities and other information as the Company
may from time to time request or as may be legally  required in connection  with
such registration;  provided,  however, that no such Person shall be required to
make any  representations or warranties in connection with any such registration
other than  representations  and warranties as to (i) such Person's ownership of
his or its  Registrable  Securities to be sold or transferred  free and clear of
all liens,  claims and  encumbrances,  (ii) such Person's power and authority to
effect such  transfer  and (iii) such  matters  pertaining  to  compliance  with
securities laws as may be reasonably requested;  provided further, however, that
the  obligation  of such Person to indemnify  pursuant to any such  underwriting
agreements shall be several,  not joint and several,  among such Persons selling
Registrable  Securities,  and the  liability  of  each  such  Person  will be in
proportion to, and provided  further that such liability will be limited to, the
net amount  received by such Person from the sale of such  Person's  Registrable
Securities pursuant to such registration.

5.2      Rule 144

         The  Company  covenants  that it will file any  reports  required to be
filed by it under the  Securities Act and the Exchange Act and that it will take
such further action as the Holders may reasonably request to the extent required
from time to time to enable the Holders to sell Registrable  Securities  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144 under the Securities  Act, as such Rule may be amended from
time to  time,  or any  similar  rule or  regulation  hereafter  adopted  by the
Commission.  Upon the request of any Holder,  the Company  will  deliver to such
Holder a written  statement  as to whether it has complied  with such  reporting
requirements.

5.3      Holdback Agreements

         The Liberty Holders,  for so long as they  collectively own Registrable
Securities  representing  10% or more of the  voting  power  of the  outstanding
voting  securities  of the Company,  and the HMTF  Holders,  for so long as they
collectively own Registrable  Securities  representing 10% or more of the voting
power of the outstanding  voting securities of the Company,  severally agree, in
the event of an underwritten offering by the Company (whether for the account of
the Company or  otherwise)  not to offer,  sell,  contract to sell or  otherwise
dispose of any Registrable  Securities,  or any securities  convertible  into or
exchangeable or exercisable for such securities,  including any sale pursuant to
Rule  144  under  the  Securities  Act  (except  as part  of  such  underwritten
offering),  during the 14 days  prior to, and during the 90-day  period (or such
lesser period as the lead or managing  underwriters  may require)  beginning on,
the effective date of the registration  statement for such underwritten offering
(or, in the case of an  offering  pursuant to an  effective  shelf  registration
statement  pursuant  to  Rule  415,  the  pricing  date  for  such  underwritten
offering),  provided that in  connection  with such  underwritten  offering each
officer  and  director  of the  Company  and holder of 10% or more of the Common
Stock is subject to  restrictions  substantially  equivalent to those imposed on
the Liberty Holders and the HMTF Holders.


                                       17
<PAGE>



5.4      Termination

         The registration  rights granted under this Agreement will terminate on
April 10, 2015, or such earlier time as there shall no longer be any Registrable
Securities;  provided,  however,  that if all shares of Series A Preferred Stock
outstanding on such date shall not have been redeemed in full in accordance with
Section 10 of the  Certificate of  Designations,  this Agreement shall remain in
full force and effect with respect to the Registrable Securities until such time
as the shares of Series A Preferred Stock have been so redeemed in full.

5.5      Amendments, Waivers, Etc.

         This  Agreement  may not be amended,  waived or  otherwise  modified or
terminated  except by an  instrument  in writing  signed by the  Company and the
Holders  of at least  50% of the  Registrable  Securities  then  held by all the
Holders, if the amendment is to be effective against the Holders.

5.6      Counterparts

         This  Agreement  may be  executed in one or more  counterparts,  all of
which shall be considered one and the same  agreement.  Each party need not sign
the same counterpart.

5.7      Entire Agreement

         This Agreement (i) constitutes the entire  agreement and supersedes all
prior  agreements and  understandings,  both written and oral, among the parties
with respect to the subject matter hereof.

5.8      Governing Law

         This Agreement shall be governed by, and construed in accordance  with,
the laws of the State of New York  regardless  of the laws that might  otherwise
govern under applicable principles of conflicts of law thereof.

5.9      Assignment of Registration Rights

         Each Holder of the Registrable Securities may assign all or any part of
its  rights  under  this  Agreement  to any  person to whom such  Holder  sells,
transfers, assigns or pledges such Registrable Securities. In the event that the
Holder shall assign its rights pursuant to this Agreement in connection with the
transfer  of less than all its  Registrable  Securities,  the Holder  shall also
retain its rights with respect to its remaining Registrable Securities.




                                       18
<PAGE>


                  IN WITNESS  WHEREOF,  the  Company  and each Holder has caused
this  Agreement  to be  signed  on its  behalf  by its  officer  thereunto  duly
authorized as of the date first written above.


                                            ICG COMMUNICATIONS, INC.

                                            By: /s/ Don Teague
                                               ---------------------------------
                                               Name: H. Don Teague
                                               Title: Executive Vice President



<PAGE>


                 IN WITNESS  WHEREOF,  the  Company  and each Holder has caused
this  Agreement  to be  signed  on its  behalf  by its  officer  thereunto  duly
authorized as of the date first written above.


                                            HMTF BRIDGE ICG, LLC
                                            HM 4-EQ ICG COINVESTORS, LLC
                                            HM 4-SBS ICG COINVESTORS, LLC
                                            HM PG-IV ICG, LLC
                                            HM4 ICG QUALIFIED FUND, LLC
                                            HM4 ICG PRIVATE FUND, LLC



                                            By: /s/ David Knickel
                                               ---------------------------------
                                               Name: David Knickel
                                               Title: Vice President


<PAGE>



                                            LIBERTY MEDIA CORPORATION

                                            By: /s/ Charles Y. Tanabe
                                               ---------------------------------
                                               Name: Charles Y. Tanabe
                                               Title: Senior Vice President


<PAGE>


                                            GLEACHER/ICG INVESTORS LLC

                                            By: /s/ Richard Trabulsi
                                               ---------------------------------
                                               Name: Richard Trabulsi
                                               Title: Member


<PAGE>




                                   SCHEDULE I

<TABLE>
<CAPTION>

Purchasers                         Series of       Number of
                                   Preferred       Preferred   Number of     Purchase Price
                                     Stock          Shares     Warrants       of the Shares

<S>                                <C>               <C>        <C>           <C>
Liberty Media Corporation          Series A-1        50,000     6,666,667     $500,000,000
HMTF Bridge ICG, LLC               Series A-2        11,500     1,533,334     $115,000,000
HM4 ICG Qualified Fund, LLC        Series A-2        10,464     1,395,253     $104,644,000
HM4 ICG Private Fund, LLC          Series A-2            74         9,885         $741,000
HM PG-IV ICG, LLC                  Series A-2           557        74,281       $5,571,000
HM 4-SBS ICG Coinvestors, LLC      Series A-2           251        33,412       $2,506,000
HM 4-EQ ICG Coinvestors, LLC       Series A-2           154        20,502       $1,538,000
Gleacher/ICG Investors LLC         Series A-3         2,000       266,666      $20,000,000
</TABLE>