EXECUTION COPY

                       AMENDMENT AND WAIVER NO. 4 TO THE
                                 LOAN DOCUMENTS

                                                  Dated as of September 29, 2000


     AMENDMENT  AND WAIVER NO. 4 (this  "Amendment  and  Waiver")  TO THE CREDIT
AGREEMENT  dated as of August 12, 1999,  as amended by  Amendment  No. 1 thereto
dated as of September  30, 1999,  Amendment and Waiver No. 2 thereto dated as of
December  29, 1999 and  Amendment  No. 3 thereto  dated as of February  11, 2000
(such  Credit  Agreement  as so  amended,  the  "Credit  Agreement")  among  ICG
Equipment, Inc., a Colorado corporation ("ICG Equipment"), ICG NetAhead, Inc., a
Delaware  corporation  ("ICG  NetAhead" and,  together with ICG  Equipment,  the
"Borrowers"),  ICG Services,  Inc., a Delaware corporation,  as Parent,  certain
Initial Lender Parties party thereto,  Morgan Stanley Senior  Funding,  Inc., as
Sole  Book-Runner and Lead Arranger,  Royal Bank of Canada,  as Collateral Agent
and as Administrative Agent for such Lender Parties,  Bank of America,  N.A., as
Documentation   Agent  and  Barclays  Bank  Plc,  as   Co-Documentation   Agent.
Capitalized  terms not otherwise  defined in this  Amendment and Waiver have the
same meanings as specified therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS:

     The  Borrowers  and the Parent have  requested  that the Lenders  amend and
waive certain  provisions of the Credit Agreement and the Lenders have agreed to
amend and waive the Credit  Agreement on the terms and subject to the conditions
set forth herein.  The Borrowers and the Parent hereby  acknowledge  that except
for the granting of the waiver of certain  provisions of the Credit Agreement as
set forth  herein,  the Defaults and Events of Default being waived herein would
occur and be in existence as of September 30, 2000.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, the parties hereto hereby agree as follows:

     SECTION 1. Amendments to Credit  Agreement.  The Credit  Agreement is, upon
the Effective Date (as hereinafter defined), hereby amended as follows:

     (a) Section 1.01 of the Credit  Agreement  is amended to add the  following
new definition:

          " "Amendment and Waiver No. 4" means the Amendment and Waiver No. 4 to
     this Agreement dated as of September 29, 2000."

     (b) Section 1.01 of the Credit Agreement is further amended by amending and
restating the following definition in its entirety to read as follows:

          " "Applicable Margin" means, at any time, from and after the Effective
     Date, (i) with respect to Base Rate Advances, 3.875% per annum with respect
     to Tranche A Term  Advances  and 4.250% per annum with respect to Tranche B
     Term Advances and, (ii) with respect to Eurodollar  Rate  Advances,  4.250%
     per annum with respect to Tranche A Term Advances.

     For the avoidance of doubt,  the amendment to the definition of "Applicable
Margin",  is effective as of the Effective Date including,  without  limitation,
with respect to all existing Advances. In addition,  notwithstanding anything to
the contrary  contained in the Credit  Agreement,  from and after the  Effective
Date,  (i) all  Eurodollar  Rate  Advances  shall on the last day of an Interest
Period  convert into Base Rate  Advances and (ii) Base Rate  Advances may not be
converted in Eurodollar Rate Advances.

     (c)  Section 1.01 of the Credit Agreement is further amended as follows:

          (i) The  definition of "Material  Adverse  Change" shall be amended by
     adding after the words "material adverse change" the words "occurring on or
     after September 30, 2000".

          (ii) The definition of "Material  Adverse  Effect" shall be amended by
     (i) adding after the words "material  adverse effect" the words  "occurring
     on or after  September 30, 2000" and (ii) adding at the end the  following:
     "or (d) any of the Collateral" and replacing the word "or" with a comma.

     (d) Section 2.06(c) of the Credit  Agreement is hereby amended by adding at
the end of the third sentence after the words  "Prepayment  Date" the following:
"provided that, with respect to any notice of optional  prepayment in the amount
of  $89,700,000  delivered on or before  September 29, 2000,  any Tranche B Term
Lender shall be required to make such election in writing to the  Administrative
Agent by September 29, 2000 at 3:00 p.m. (E.S.T.)."

     (e) Section  5.01 of the Credit  Agreement  is hereby  amended by adding an
additional subclause (q) thereto as follows:

          "(q) Additional Information.  Promptly provide such information to the
     Administrative  Agent as it or its agents (including,  without  limitation,
     PricewaterhouseCoopers LLP) shall reasonably request from time to time."

     (f) Section 5.03(a)(ii) of the Credit Agreement is hereby amended by adding
at the end thereof the following:  "(except as otherwise permitted under Section
2.06(c) hereof)".

     (g) Section  6.01 of the Credit  Agreement  is hereby  amended by adding an
additional subclause (s) thereto as follows:

          "(s) Any breach or violation of any term of Amendment and Waiver No. 4
     if such breach or violation  remains  unremedied  for 3 Business Days after
     the date on which  written  notice  thereof  shall  have been  given to the
     Borrowers by any Agent or any Lender Party."

     SECTION  2.  Waiver  to  Credit  Agreement.  (a) For the  purposes  of this
Section,  "Waiver  Termination  Date" means 5:00 p.m.  (E.S.T.) on November  30,
2000.

     (b) Subject to the occurrence of the Effective Date:

          (i) each Lender  agrees to waive any and all of the Defaults or Events
     of Default that have  occurred and are  continuing on or prior to September
     30, 2000 under Section  6.01(b) of the Credit  Agreement  through and until
     the Waiver  Termination  Date,  to the extent  that any  representation  or
     warranty  contained  in  any  Transaction  Document  proves  to  have  been
     incorrect in any material respect at the time made or confirmed as a result
     of the  occurrence  of  any  facts,  circumstances,  events  or  conditions
     described in this Amendment and Waiver or on Schedule I attached hereto;

          (ii) each Lender agrees to waive any and all of the Defaults or Events
     of Default that have  occurred and are  continuing on or prior to September
     30, 2000 under Section  6.01(c) of the Credit  Agreement  through and until
     the Waiver  Termination  Date, as a result of the failure of any Loan Party
     to comply with the  requirements  of any of the  following  Sections of the
     Credit Agreement:

               (A) Section 5.01(o) of the Credit Agreement, solely in connection
          with  the  failure  by any Loan  Party  to  perform  and  observe  any
          provision of the Material  Contracts  with  Microsoft or Netzero or to
          enforce any such Material Contract in accordance with its terms;

               (B) Section 5.02(a) of the Credit Agreement, solely to the extent
          that materialmans',  mechanics', landlords', or similar liens exist as
          of  September  28,  2000 as the result of the  deferral of payments of
          accounts  payable.  To the knowledge of the Loan Parties,  Schedule II
          attached hereto contains a schedule of such materialmans', mechanics',
          or  landlords'  liens  which the Loan  Parties  are aware  exist as of
          September 28, 2000;

               (C) Section  5.03(a)(i)  of the Credit  Agreement  for the period
          ended  September  30, 2000,  solely to the extent  resulting  from the
          failure of the Borrowers to notify the Administrative  Agent of any or
          all Defaults,  Events of Default or any other events,  developments or
          occurrences  which are  reasonably  likely to have a Material  Adverse
          Effect, in each case, resulting from the facts, circumstances,  events
          or  conditions  described  in  this  Amendment  and  Waiver  or in any
          Schedule attached hereto; and

               (D) Sections  5.04(a),  (b),  (c), (d), (e) and (f) of the Credit
          Agreement solely for the fiscal quarter ended September 30, 2000;

          (iii) Each Lender  agrees to waive any and all  Defaults and Events of
     Default that occur and are continuing on or after  September 30, 2000 under
     Section  6.01(c)  of the  Credit  Agreement  through  and until the  Waiver
     Termination  Date,  as a result of the  failure of any Loan Party to comply
     with the requirements of the following sections of the Credit Agreement:

               (A) Section 5.01(o) of the Credit Agreement, solely in connection
          with  the  failure  by any Loan  Party  to  perform  and  observe  any
          provision  of the Material  Contracts or to enforce any such  Material
          Contract in accordance with its terms; and

               (B)  Section  5.02(a) of the Credit  Agreement,  solely to extent
          that  materialmans',  mechanics',  landlords'  or similar  involuntary
          liens  arise as the result of the  deferral  of  payments  of accounts
          payable;

provided,  that  if any  such  event  described  in (A) or (B)  above  shall  be
determined  by the  Administrative  Agent,  in its  sole  discretion,  to have a
Material  Adverse Effect or to result in a Material  Adverse  Change,  then such
event shall constitute a Default or Event of Default, as the case may be.

          (iv) Each Lender  agrees to waive any and all  Defaults  and Events of
     Default that occur and are continuing on or after  September 30, 2000 under
     Section  6.01(d)  of the  Credit  Agreement  through  and until the  Waiver
     Termination  Date,  as a result of the  failure of any Loan Party to comply
     with the requirements of the following sections of the Credit Agreement:

               (A) Section 5.01(b) of the Credit Agreement; and

               (B) Section 5.01(m) of the Credit Agreement, solely to the extent
          relating to the  failure of any Loan Party or any of its  Subsidiaries
          to make all payments and otherwise  perform all obligations in respect
          of all leases of real  property to which such Loan Party or any of its
          Subsidiaries is a party;

provided,  that  if any  such  event  described  in (A) or (B)  above  shall  be
determined  by the  Administrative  Agent,  in its  sole  discretion,  to have a
Material  Adverse Effect or to result in a Material  Adverse  Change,  then such
event shall constitute a Default or Event of Default, as the case may be.

          (v) each Lender  agrees to waive any and all of the Defaults or Events
     of Default that have  occurred or are  continuing  on or prior to September
     30, 2000 under  Section  6.01(d)  through and until the Waiver  Termination
     Date,  as a result of any Loan  Party's  failure  to comply  with any term,
     covenant or  agreement  contained in any of the  following  Sections of the
     Credit Agreement:

               (A) Section 5.01(m) of the Credit Agreement, solely to the extent
          resulting  from the  failure to make  payments in respect of leases of
          real property; and

               (B) Section 5.03(h) of the Credit  Agreement solely to the extent
          relating  to the  failure  of the Loan  Parties  to  promptly  deliver
          notices  received  under its Material  Contracts  with  Microsoft  and
          Netzero on or before September 30, 2000;

          (vi) each Lender agrees to waive any and all of the Defaults or Events
     of Default that have  occurred or are  continuing  on or prior to September
     30, 2000 under  Section  6.01(e)  through and until the Waiver  Termination
     Date,  as a result of the failure of any Loan Party to make payments due in
     respect of Capitalized  Leases or the failure of ICG Services,  Inc. or ICG
     161,  L.P. to make payments due under the Loan  Agreement  between ICG 161,
     L.P. and Trinet Realty Capital, Inc. or the related guarantee;

          (vii) each Lender agrees to waive any Events of Default that may occur
     and be  continuing on or after  September  30, 2000 under  Section  6.01(e)
     through and until the Waiver  Termination  Date, as a result of the failure
     of any Loan Party to make payments due in respect of Capitalized  Leases or
     the failure of ICG  Services,  Inc. or ICG 161,  L.P. to make  payments due
     under the Loan Agreement  between ICG 161, L.P. and Trinet Realty  Capital,
     Inc. or the related guarantee,  provided,  that to the extent that any such
     failure  shall  be  determined  by the  Administrative  Agent,  in its sole
     discretion,  to have a Material  Adverse  Effect or to result in a Material
     Adverse Change, then such failure shall constitute an Event of Default.

          (viii) each Lender agrees to waive any Event of Default that may occur
     and be continuing on or after  September 30, 2000,  solely under the clause
     in Section  6.01(f) that states "any Loan Party or any of its  Subsidiaries
     shall  generally  not pay its debts as such debts become due,"  through and
     until the Waiver  Termination Date;  provided,  that to the extent that any
     such event shall be determined  by the  Administrative  Agent,  in its sole
     discretion,  to have a Material  Adverse  Effect or to result in a Material
     Adverse Change, then such failure shall constitute an Event of Default.

          (ix) each Lender  agrees to waive the Default or Event of Default that
     has occurred or is continuing  under Section  6.01(p) solely for the fiscal
     quarter ending September 30, 2000 through and until the Waiver  Termination
     Date,  as a result  of the  failure  of ICG to  comply  with the  financial
     covenants set forth therein;

     (c) On the Waiver Termination Date, such waivers of the Defaults and Events
of Default in paragraph (b) above shall expire and without any further action by
the  Administrative  Agent and the Lenders,  such Defaults and Events of Default
shall be in  existence  and  shall  have the same  force  and  effect as if this
Amendment  and Waiver had not been entered into by the parties  hereto,  and the
Administrative  Agent and the Lenders  shall have all of the rights and remedies
afforded to them under the  Transaction  Documents with respect to such Defaults
and Event of Default as though no waiver had been granted by them hereunder.

     SECTION 3. Optional  Termination  of the  Commitments.  Pursuant to, and in
accordance with,  Section 2.05(a) of the Credit Agreement,  the Borrowers hereby
irrevocably  terminate in whole the Unused Working  Capital  Commitments and the
Lenders  hereby waive in  connection  therewith the notice  requirement  of five
Business Days for such  termination  set forth in Section  2.05(a) of the Credit
Agreement.

     SECTION 4. Investment Accounts.  Subject to the occurrence of the Effective
Date (and after ICG Equipment  shall have  irrevocably  directed  Morgan Stanley
Dean Witter Investment  Management,  Inc. ("MSDWIM") with respect to account no.
30-81631-1 (the "MSDWIM Account") in writing, with the consent of the Collateral
Agent,  that  not less  than  $89,700,000  (eighty-nine  million  seven  hundred
thousand dollars) shall have been delivered to the Administrative Agent pursuant
to Section 5(a) hereof and after giving  effect to the delivery of such funds to
the  Administrative  Agent),  the Lenders hereby agree that the Collateral Agent
will  withdraw the notices each dated  September  21, 2000  delivered to each of
MSDWIM with respect to the MSDWIM Account and Janus Funds Money Market ("Janus")
with respect to account no.  881234926 (the "Janus Account") and state that such
notices shall no longer be in effect;  provided,  that nothing  contained herein
shall  constitute  a release of the  security  interest and Lien in favor of the
Collateral  Agent with  respect to such  accounts  and all  property  maintained
therein.  The  Collateral  Agent hereby further agrees that until the earlier of
(a) the occurrence of an Event of Default under Sections 6.01(a), 6.01(f) (other
than an Event of Default waived in Section  2(b)(viii) hereof) or 6.01(s) of the
Credit Agreement and (b) the Waiver Termination Date, the Collateral Agent shall
not  deliver to either  MSDWIM or Janus any notice  directing  either  MSDWIM or
Janus (i) to act only on the directions of the Collateral  Agent with respect to
the MSDWIM  Account or the Janus  Account  respectively  or (ii) not to deliver,
permit the use of or release the  property  in either the MSDWIM  Account or the
Janus Account,  and the Blocked  Account  Letters each dated  September 21, 2000
from RBC Dominion Securities to each of MSDWIM and Janus shall be deemed amended
hereby to such extent.

     SECTION 5.  Conditions of  Effectiveness.  This  Amendment and Waiver shall
become  effective  as of the date first above  written on the Business Day when,
and only when, the following  conditions  shall have been  satisfied  (such date
being for the purposes hereof, the "Effective Date"):

          (a) (i)  Pursuant to, and in  accordance  with,  Sections  2.06(a) and
     2.06(c)  of the Credit  Agreement,  the  Borrowers  shall  have,  joint and
     severally,   optionally  prepaid  $89,700,000  (eighty-nine  million  seven
     hundred thousand dollars) of the outstanding  aggregate principal amount of
     the Term  Advances,  together  with  accrued  interest  to the date of such
     prepayment  on such  aggregate  principal  prepaid,  such  prepayment to be
     applied ratably to the Term Facilities and to the installments  thereof pro
     rata, and (ii) pursuant to, and in accordance with,  Section  2.05(b),  the
     Term  Facility is  automatically  and  permanently  reduced on the date the
     prepayment  referred  to in this  Section  3(a)(i)  in an  amount  equal to
     $89,700,000 and the Administrative Agent shall have acknowledged in writing
     to the Borrowers its receipt of freely available funds in such amount.

          (b) The Administrative Agent shall have received the following:

               (i)  counterparts  of this  Amendment and Waiver  executed by the
          Borrowers,  the Parent,  and the Required Lenders or, as to any of the
          Lender Parties,  advice satisfactory to the Administrative  Agent that
          such Lender Party has executed this Amendment and Waiver; and

               (ii) a  favorable  opinion of counsel for the  Borrowers  and the
          Parent,  in form  and  substance  satisfactory  to the  Administrative
          Agent.

          (c)  All  principal  and  interest  payments  maturing  on  or  before
     September 30, 2000 shall have been paid in full.

          (d) All of the accrued and unpaid fees and  expenses of the Agents and
     the Lender Parties  (including,  without  limitation,  the accrued fees and
     expenses of counsel to the  Administrative  Agent,  the fees,  expenses and
     retainers  referred in Sections 10 and 11 of this  Amendment and Waiver and
     all other fees payable in connection  with this Amendment and Waiver) shall
     have been paid in full.

     SECTION 6.  Representations and Warranties of the Parent and the Borrowers.
The Parent and each Borrower represent and warrant as follows:

          (a) Each Loan Party and each of its  Subsidiaries (i) is a corporation
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction  of its  incorporation,  (ii)  is duly  qualified  and in good
     standing as a foreign  corporation in each other  jurisdiction  in which it
     owns or leases property or in which the conduct of its business requires it
     to so qualify or be licensed  except  where the failure to so qualify or be
     licensed could not be reasonably  likely to have a Material  Adverse Effect
     and (iii) has all  requisite  corporate  power  and  authority  (including,
     without limitation, all governmental licenses, permits and other approvals)
     to own or lease and operate its  properties and to carry on its business as
     now conducted and as proposed to be conducted.

          (b) The execution, delivery and performance by each Loan Party of this
     Amendment and Waiver and the Transaction  Documents as amended  hereby,  to
     which it is or is to be a party,  are within  such Loan  Party's  corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not (i) contravene  such Loan Party's  charter or bylaws,  (ii) violate any
     law, rule, regulation (including,  without limitation,  Regulation X of the
     Board of Governors of the Federal Reserve System),  order, writ,  judgment,
     injunction,  decree,  determination or award, (iii) conflict with or result
     in the breach of, or constitute a default or require any payment to be made
     under, any contract,  loan agreement,  indenture,  mortgage, deed of trust,
     lease or other  instrument  binding on or affecting any Loan Party,  any of
     its  Subsidiaries  or any of their  properties in such a manner as would be
     reasonably  likely to have a Material Adverse Effect or (iv) except for the
     Liens created  under the  Transaction  Documents,  result in or require the
     creation  or  imposition  of any Lien  upon or with  respect  to any of the
     properties of any Loan Party or any of its  Subsidiaries.  No Loan Party or
     any of its Subsidiaries is in violation of any such law, rule,  regulation,
     order, writ,  judgment,  injunction,  decree,  determination or award or in
     breach of any such contract, loan agreement,  indenture,  mortgage, deed of
     trust, lease or other instrument, the violation or breach of which could be
     reasonably likely to have a Material Adverse Effect.

          (c) No  authorization or approval or other action by, and no notice to
     or filing with, any governmental  authority or regulatory body or any other
     third party is required for the due  execution,  delivery or performance by
     any Loan  Party of this  Amendment  and  Waiver  or any of the  Transaction
     Documents, as amended hereby, to which it is or is to be a party.

          (d) This  Amendment and Waiver has been duly executed and delivered by
     the Parent and the  Borrowers.  This  Amendment  and Waiver and each of the
     other Transaction Documents,  as amended hereby, to which any Loan Party is
     a party  are  legal,  valid and  binding  obligations  of each  Loan  Party
     thereto,  enforceable  against  such Loan  Party in  accordance  with their
     respective terms.

          (e) There is no action, suit, investigation,  litigation or proceeding
     affecting  any  Loan  Party  or  any  of its  Subsidiaries,  including  any
     Environmental Action, pending or threatened before any court,  governmental
     agency or  arbitrator  that (i) except as set forth in Schedule I, could be
     reasonably  likely to have a Material  Adverse  Effect or (ii)  purports to
     affect the  legality,  validity or  enforceability  of this  Amendment  and
     Waiver or any of the other Transaction Documents as amended hereby.

          (f) All filings and other  actions  necessary  or desirable to perfect
     and  protect the  security  interest in the  Collateral  created  under the
     Collateral Documents have been duly made or taken and are in full force and
     effect,  and the  Collateral  Documents  create in favor of the  Collateral
     Agent for the benefit of the  Secured  Parties a valid and,  together  with
     such filings and other actions,  perfected first priority security interest
     in the Collateral, securing the payment of the Secured Obligations, and all
     filings and other  actions  necessary  or  desirable to perfect and protect
     such security interest have been duly taken. The Loan Parties are the legal
     and beneficial  owners of the Collateral free and clear of any Lien, except
     for the liens and security  interests  created or permitted  under the Loan
     Documents (except as disclosed in Schedule II hereto).

          (g) Except  with  respect to the  representations  and  warranties  in
     respect of which there shall be a breach which is waived in this  Amendment
     and Waiver,  the  representations  and  warranties set forth in each of the
     Transaction  Documents  are correct in all  material  respects on and as of
     this date,  before and after giving effect to this Amendment and Waiver, as
     though made on and as of such date.

          (h) Except with respect to the Defaults and Events of Default that are
     expressly waived in this Amendment and Waiver, no event has occurred and is
     continuing that constitutes a Default.

     SECTION 7. Waiver and Release.  The  Borrowers  and the Parent hereby waive
and  agree  not  to  assert  any  claims  or  causes  of  action   against   the
Administrative  Agent,  the Collateral  Agent,  the  Administration  Agent,  the
Co-Documentation  Agent, any Lender Party or any of their Affiliates,  or any of
their respective officers,  directors,  employees,  attorneys and agents, on any
theory of liability, whether known or unknown, matured or contingent, including,
without limitation,  for special,  indirect,  consequential or punitive damages,
arising out of or otherwise  relating to, or in connection  with, this Amendment
and Waiver,  the  Facilities,  the actual or proposed use of the proceeds of the
Advances  or the  Letters of Credit,  the  Transaction  Documents  or any of the
transactions entered into in connection therewith.

     SECTION 8.  Reference to and Effect on the Credit  Agreement,  the Security
Agreement,  the  Notes  and the  Transaction  Documents.  (a) On and  after  the
Effective  Date,  each  reference in the Credit  Agreement to "this  Agreement",
"hereunder", "hereof" or words of like import referring to the Credit Agreement,
and each reference in the, Notes and each of the other Transaction  Documents to
"the  Credit  Agreement",  "thereunder",  "thereof"  or  words  of  like  import
referring to the Credit  Agreement,  shall mean and be a reference to the Credit
Agreement, as amended by this Amendment and Waiver.

          (b) On and after the effectiveness of this Amendment and Waiver,  each
     reference  in the  Security  Agreement  to "this  Agreement",  "hereunder",
     "hereof" or words of like import referring to the Security  Agreement,  and
     each  reference  in the  Credit  Agreement,  Notes  and  each of the  other
     Transaction Documents to "the Security Agreement",  "thereunder", "thereof"
     or words of like import referring to the Security Agreement, shall mean and
     be a reference to the Security Agreement,  as amended by this Amendment and
     Waiver.

          (c) The Credit Agreement,  the Security Agreement,  the Notes and each
     of the  other  Transaction  Documents,  as  specifically  amended  by  this
     Amendment and Waiver, are and shall continue to be in full force and effect
     and are hereby in all respects ratified and confirmed. Without limiting the
     generality  of the  foregoing,  the  Collateral  Documents  and  all of the
     Collateral described therein do and shall continue to secure the payment of
     all  Obligations of the Loan Parties under the  Transaction  Documents,  in
     each case as amended by this Amendment and Waiver .

          (d) The execution,  delivery and  effectiveness  of this Amendment and
     Waiver shall not, except as expressly provided herein,  operate as a waiver
     of any right,  power or remedy of any Lender or the Agents under any of the
     Transaction  Documents,  nor constitute a waiver of any provision of any of
     the  Transaction  Documents.  Except  as  expressly  provided  in  Sections
     2(b)(iii),  2(b)(iv),  2(b)(vii) and 2(b)(viii),  nothing contained in this
     Amendment and Waiver shall waive any Default or Event of Default that would
     exist or be continuing based upon the occurrence of any fact, circumstances
     event or condition arising or existing after September 30, 2000.

     SECTION 9. Consent of the Parent. The Parent, as guarantor under the Parent
Guaranty,  hereby  consents to this Amendment and Waiver and hereby confirms and
agrees that  notwithstanding the effectiveness of this Amendment and Waiver, the
Parent  Guaranty  is, and shall  continue to be, in full force and effect and is
hereby  ratified and  confirmed on the Effective  Date in all  respects,  except
that, on and after the Effective Date, (i) each reference in the Parent Guaranty
to the "Credit Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit  Agreement,  as amended by this  Amendment
and Waiver,  and (ii) each  reference  in the Parent  Guaranty to the  "Security
Agreement",  "thereunder",  thereof or words of like import  shall mean and be a
reference to the Security Agreement as amended by this Amendment and Waiver.

     SECTION 10. Costs and  Expenses.  The Borrowers  agree to pay,  jointly and
severally,   on  written  demand  all  reasonable  costs  and  expenses  of  the
Administrative  Agent  and the  Lenders  in  connection  with  the  preparation,
execution,  delivery  and  administration,  modification  and  amendment of this
Amendment  and Waiver and the other  instruments  and  documents to be delivered
hereunder (including,  without limitation,  the reasonable fees and expenses of,
and a retainer of $100,000  to, each of counsel and  financial  advisors for the
Administrative Agent) in accordance with the terms of Section 9.04 of the Credit
Agreement  and hereby  further agree and  covenant,  without  limiting any other
rights of the  Administrative  Agent,  Collateral Agent or the Lenders under the
Transaction Documents, to pay, jointly and severally, on written demand all fees
and  expenses  incurred or to be incurred  thereby in  connection  with  matters
relating to any due diligence  performed in connection  with this  Amendment and
Waiver (whether  performed prior to or after the Effective Date), the monitoring
of the financial condition and prospects of the Loan Parties,  the review of any
documentation  relating  to the Loan  Parties  and any other  actions  which the
Administrative Agent determines,  in its judgment, to be necessary in connection
with matters relating to the Loan Parties.

     SECTION 11.  Amendment and Waiver Fee. The Borrowers agree to pay,  jointly
and severally,  to the Lenders on or before the Effective Date, an amendment and
waiver  fee  equal  to  0.25%  of the sum of (a) the  aggregate  Tranche  A Term
Commitments after giving effect to the prepayment referred to in Section 5(a)(i)
above and (b) the aggregate  Tranche B Term  Commitments  after giving effect to
the  prepayment   referred  to  in  Section   5(a)(i)  above,   payable  to  the
Administrative Agent for the account of the Lenders,  ratably in accordance with
their respective interests in such Tranche A Term Commitments and Tranche B Term
Commitments.

     SECTION 12.  Execution in  Counterparts.  This  Amendment and Waiver may be
executed  in any  number of  counterparts  and by  different  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 but one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Amendment and Waiver by telecopier  shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.

     SECTION 13.  Governing Law. This Amendment and Waiver shall be governed by,
and  construed in  accordance  with,  the laws of the State of New York.  In the
event of any conflict or  inconsistency  between the terms of this Amendment and
Waiver and the Credit Agreement,  the terms and provisions of this Amendment and
Waiver shall govern.

     SECTION 14. Waiver of Jury Trial.  Each of the Borrowers,  the Parent,  the
Administrative  Agent and the  Lender  Parties  irrevocably  waives all right to
trial  by jury in any  action,  proceeding  or  counterclaim  (whether  based on
contract,  tort or otherwise)  arising out of or relating to this  Amendment and
Waiver or the  actions of the  Administrative  Agent or any Lender  Party in the
negotiation, administration, performance or enforcement thereof.

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Amendment  and
Waiver to be executed by their respective officers thereunto duly authorized, as
of the date first above written.

                   ICG EQUIPMENT, INC., as Borrower


                   By   /s/ Don Teague
                      --------------------------------------------------
                        Title:  Executive Vice President


                   ICG NETAHEAD, INC., as Borrower


                   By   /s/ Don Teague
                      --------------------------------------------------
                        Title:  Executive Vice President


                   ICG SERVICES, INC., as Parent Guarantor


                   By   /s/ Don Teague
                      --------------------------------------------------
                        Title:  Executive Vice President




<PAGE>
Signature pages of lenders omitted.
<PAGE>


                                   Schedule I
                                 Material Events



The facts, circumstances, events and conditions described in any Form 8K
filed by any Loan Party with the SEC subsequent to August 1, 2000.

The following lawsuits have been filed against ICG and its subsidiaries:

On September 22, 2000, ICG received notice of a lawsuit filed by certain
shareholders against ICG. Subsequent to that time, ICG has received notice
of six additional lawsuits filed by shareholders.

Microsoft and Netzero have alleged defaults under Material Contracts.

The Loan Parties have not made all payments due with respect to its leases
of real property.



<PAGE>


                                   Schedule II
                                 Mechanic Liens



<PAGE>

<TABLE>
<CAPTION>

<S>            <C>               <C>         <C>                  <C>                <C>                  <C>
                                              General Contractor     Lien Claimant
Market/Site    Lien Claimant     Lease Cure    Counsel/Contact     Counsel/Contact   Landlord Contact       Status/Notes
               Information       Exp. Date       Information         Information        Information
=================================================================================================================================
Orlando        Pennington &       09/28/2000 M. A. Mortenson       Allen Frank, VP     Castle & Cooke     T/c with R. Toppe
               Associates                    Company                                                      9/28/00.  Advised that
               (Subcontractor)                                                                            ICG curent on payment of
                                                                                                          invoices to Mortenson.
Orange County, Claim of Lien Filed           Attn: Andrew Shetter  Pennington &        Attn: Richard S.   Final invoice being
FL             9/18/00                                             Associates, Inc.    Toppe, VP          processed for $146,000+
                                                                   6956 Stapoint Ct.,                     SubK's are filing liens
               Amount:  $63,283.00           700 Meadow Lane North                     4601 Six Forks     for retainage (&
                                                                   Ste. J              Rd., Ste. 503      possibly work completed
                                                                                                          that's in queue for
                                             Minneapolis, MN       Winter Park, FL     Raleigh, NC 27609  payment).  LL wanted to
                                             55422                 32792                                  know if lie
                                                                                      (919) 782-9151 -
                                                                                      Phone
                                                                                      (919) 787-7529 -
                                                                                      Fax
---------------------------------------------------------------------------------------------------------------------------------
Orlando        Quality Fabrication &  10/02/00   M. A. Mortenson      Quality Fabrication Castle & Cooke
               Supply                            Company              & Supply
Orange County, Claim of Lien Filed               Attn: Andrew Shetter Attn:  P. E.        Attn: Richard S.
FL             9/20/00                                                Streetman           Toppe, VP
               Amount:  $4,747.43                700 Meadow Lane North380 South Cr 427    4601 Six Forks
                                                                                          Rd., Ste. 503
                                                 Minneapolis, MN      Longwood, FL  32750 Raleigh, NC 27609
                                                 55422
                                                                                          (919) 782-9151 -
                                                                                          Phone
                                                                      Orlando Fire        (919) 787-7529 -
                                                                      Protection          Fax
                                                                      280 Lake Shore Dr.
                                                                      Lake Mary, FL  33746
---------------------------------------------------------------------------------------------------------------------------------
Oakland        J. Gibbs Sons, Inc.                                    Robert G. Witser
Alameda        Claim of Lien Filed                                    Law Offices of
County, CA     6/16/00                                                Robt. G. Witser
               Amount:  $738,249.00                                   P. O. Box 13221
                                                                      Oakland, CA
                                                                      94661-0221
---------------------------------------------------------------------------------------------------------------------------------
                                                                      (510) 339-1599 -
                                                                      Phone
                                                                      (510) 339-1070 - Fax
Denver         Fentress Bradburn         N/A     Bovis Lend Lease,    David P. Hutchinson   N/A
               Architects Ltd.                   Inc.
Arapahoe       Notice of Intent to                                    Otten, Johnson,
County, CO     File Statement of                                      Robinson, Neff &
               Lien dtd 9/25/00                                       Ragonetti, P.C.
               Amount:  $37,257.49                                    950 - 17th St.,
                                                                      Ste. 1600
                                                                      Denver, CO  80202
---------------------------------------------------------------------------------------------------------------------------------
Denver         Bovis Lend Lease, Inc.    N/A     Same as Claimant     Mark A. Rosen         N/A
Arapahoe       Notice of Intent to                                    McElroy, Deutsch &
County, CO     File Statement of                                      Mulvaney
               Lien dtd 9/22/00
               Amount:  $2,142,184.00                                 1300 Mount Kemble
                                                                      Ave.
                                                                      Morristown, NJ
                                                                      07962
---------------------------------------------------------------------------------------------------------------------------------
Fresno         Howe Electric, Inc.                                    Michael A. Peters
Fresno County, Complaint Filed                                        Case & Baker, LLP
CA             8/28/00
               Amount:  $111,356.03                                   575 Anton Blvd.,
               (Rec'd check for                                       Ste.1000
               $61,277.94
                will revise                                           Costa Mesa, CA 92626
               complaint to
               $50,357.82)
---------------------------------------------------------------------------------------------------------------------------------
Denver         City and County of        N/A                          Dept. of Revenue,     N/A
               Denver                                                 Treasury Div.
City/County of Notice of City Use                                     Annex III
Denver, CO     Tax Lien dtd 9/20/00
               Amount:  $542,340.76                                   144 W. Colfax Ave.
                                                                      Denver, CO  80202
---------------------------------------------------------------------------------------------------------------------------------
Seattle        Parrott Mechanical,    09/20/00   M. A. Mortenson      Thomas A. DeBoer                     Voice Mail 9/26/00 - T
(Tukwila, WA)  Inc.                              Company                                                   DeBoer advised check
                                                                                                           rec'd 9/25/00.  Will
                                                                                                           wait a couple days for
                                                                                                           check to clear.
                                                                                                           Anticipate lien releas
                                                                                                           filed with County yet
                                                                                                           this week (week of
                                                                                                           9/25/00).  Called back
                                                                                                           and left message
                                                                                                           requesting that releas
                                                                                                           be faxed to ICG Legal
Spokane        Claim of Lien Filed                                    Paine, Hamblen,     Sabey Corporation
County, WA     7/11/00                                                Coffin, Brooke &
                                                                      Miller LLP
               Amount:  $74,623.00                                    717 West Sprague    Attn:  James
                                                                      Ave., Ste 1200      Harmon, CFO
                                                                      Spokane, WA         12201 Tukwila
                                                                      99201-3505          Int'l Blvd., 4th
                                                                                          Floor
                                                                      (509) 455-6000      Seattle, WA
                                                                                          98168-5121
                                                                                          (206) 281-8700 -
                                                                                          Phone
                                                                                          (206) 282-9951 -
                                                                                          Fax
---------------------------------------------------------------------------------------------------------------------------------
Buffalo        Grimm Construction                Teng Construction
               Corp.
               File Date:
               Amount:  $282,706.00
---------------------------------------------------------------------------------------------------------------------------------

Denver         Fentress Bradburn         N/A     Bovis Lend Lease     David P. Hutchison    N/A
               Architects Ltd.
City/Co of     Notice of Intent to                                    Otten, Johnson,
Denver, CO     File Lien Stmt Dtd                                     Robinson, Neff &
               9/25/00                                                Ragonetti, P.C.
               Amount:  $249,366.14                                   950 - 17th St.,
               (re. South Lot)                                        Ste. 1600
                                                                      Denver, CO  80202
Denver         MacGregor Wathen          N/A     Bovis Lend Lease     Lawrence M.
               Construction Company                                   Kersting, Pres.
City/Co of     Statement of Lien                                      MacGregor Wathen
Denver, CO     dated 9/22/00
               Amount:  $1,180,892.16
---------------------------------------------------------------------------------------------------------------------------------
Phoenix        Sterling Network       09/28/2    N/A                  Cushman & Wakefield Sterling Network
               Exchange, LLC                                          of Arizona          Exchange, LLC
Maricopa Cty,  Default notice under                                   1850 N. Central     c/o Cushman &
AZ             lease dtd 9/19/00                                      Ave., Ste. 300      Wakefield of AZ
               Amount:  $1,523.94                                     Phoenix, AZ         1850 N. Central
               (Operating Exp)                                        85004-4590          Ave., Ste. 300
                                                                      Attn: Lisa          Phoenix, AZ
                                                                      Harryman, PM        85004
                                                                      (602) 253-7900 -
                                                                      Phone
                                                                      (602) 253-0528 - Fax

---------------------------------------------------------------------------------------------------------------------------------
Phoenix        Sterling Network                  N/A (Mortensen)      Cushman & Wakefield Sterling Network
               Exchange, LLC                                          of AZ               Exchange, LLC
Maricopa Cty,  Invoice for LL                                         1850 N. Central     c/o Cushman &
AZ             performed work > LL                                    Ave., Ste. 300      Wakefield of AZ
               Work dtd 9/22/00
               Amount:  $137,565.67                                   Phoenix, AZ         1850 N. Central
                                                                      85004-4590          Ave., Ste. 300
                                                                      Attn: Lisa          Phoenix, AZ
                                                                      Harryman, PM        85004
                                                                      (602) 253-7900 -
                                                                      Phone
                                                                      (602) 253-0528 - Fax

</TABLE>