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                                                                     EXHIBIT 4.7

                  EXCHANGE OFFER REGISTRATION RIGHTS AGREEMENT

                  This Exchange Offer Registration Rights Agreement (the
"AGREEMENT") is dated as of April 30, 1998, by and among Packaged Ice, Inc., a
Texas corporation (the "COMPANY"), and the investors set forth on Schedule I
(each an "INVESTOR" and collectively the "INVESTORS").

                  This Agreement is entered into in connection with the
Securities Purchase Agreement, dated as of the date hereof, between the Company
and the Investors (the "PURCHASE AGREEMENT") relating to the sale by the Company
to the Investors of 400,000 shares of the Company's 13% Exchangeable Preferred
Stock, Series A (the "13% PREFERRED STOCK"). The 13% Preferred Stock is
exchangeable at the Company's option on the terms set forth in the Certificate
of Designation (as defined herein) for the Company's 13% Subordinated Exchange
Notes due 2005 (the "NOTES"). In order to induce the Investors to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement for the benefit of the holders from time to time of
the Registerable Securities (as defined herein). The execution and delivery of
this Agreement is a condition to the Investors" obligation to purchase the 13%
Preferred Stock under the Purchase Agreement.

                  The parties hereby agree as follows:

1.       Definitions

         As used in this Agreement, the following terms shall have the following
meanings:

         Advice: See Section 5.

         Affiliates: Of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether though the
ownership of voting securities, by agreement or otherwise.

         Applicable Period: See Section 2.

         Business Day: Any day other than a Saturday, or Sunday or a day on
which banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed.

         Certificate of Resolution: The Certificate of Resolution Providing for
the Issuance of Exchangeable Preferred Stock pursuant to Article 2.13 of the
Texas Business Corporation Act and dated April 29, 1998, pursuant to which the
13% Preferred Stock is being issued, as amended from time to time in accordance
with the terms thereof.




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         Closing Date: The Closing Date as defined in the Purchase Agreement.

         Company: See the introductory paragraph to this Agreement.

         Effectiveness Date: The 150th day after the Closing Date.

         Event Date: See Section 4.

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         Exchange Offer: See Section 2.

         Exchange Registration Statement: See Section 2.

         Exchange Securities: See Section 2.

         Exchange Shares: Shares of the 13% Exchangeable Preferred Stock, Series
B, which is substantially identical to the 13% Preferred Stock, except that the
Exchange Shares shall have been registered pursuant to an effective Registration
Statement under the Securities Act and shall contain no restrictive legends
thereon.

         Filing Date: The 90th day after the Closing Date.

         Holder: Any holder of Registerable Securities.

         Indenture: The Indenture which may be entered into in accordance with
the Certificate of Resolutions, between the Company and a national banking
association as Trustee, as amended or supplemented from time to time in
accordance with the terms thereof, in substantially the form attached hereto as
Exhibit A; provided, however, such form is subject to further review and
revision by the parties.

         Initial Securities: The 13% Preferred Stock or the Notes to be issued
in exchange therefor pursuant to the Certificate of Resolution, as applicable.

         Initial Shelf Registration: See Section 3.

         Liquidated Damages: See Section 4.

         Person: An individual, trustee, limited liability company, corporation,
partnership, joint stock company, trust, unincorporated association, union,
business association, firm or other legal entity.



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         Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registerable Securities covered by such Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

         Registerable Securities: Each Initial Security upon original issuance
thereof and at all times subsequent thereto, until in the case of each such
Initial Security, either (i) the Initial Security is exchanged in the Exchange
Offer and the Exchange Security can be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the
Securities Act, (ii) a Shelf Registration Statement covering such Initial
Security has been declared effective by the SEC and such Initial Security has
been disposed of in accordance with such effective Shelf Registration Statement,
or (iii) such Initial Security is sold to the public in compliance with Rule
144.

         Registration Statement: Any registration statement of the Company,
including but not limited to the Exchange Registration Statement, that covers
any of the Registerable Securities pursuant to the provisions of this Agreement,
including the prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

         Rule 144: Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales and sales
by subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

         Rule 415: Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         SEC: The Securities and Exchange Commission.

         Securities: The Initial Securities and the Exchange Securities.

         Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

         Shelf Effectiveness Date: See Section 3.

         Shelf Effectiveness Period: See Section 3.



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         Shelf Filing Date: See Section 3.

         Shelf Notice: See Section 3.

         Shelf Registration: The Initial Shelf Registration and any Subsequent
Shelf Registration as such terms are defined in Section 3.

         Subsequent Shelf Registration: See Section 3.

         TIA: The Trust Indenture Act of 1939, as amended.

         Transfer Agent: The Company's transfer agent for the 13% Preferred
Stock.

         Trustee: The Trustee under the Indenture.

         Underwritten registration or underwritten offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

2.       Exchange Offer

         (a) The Company agrees to prepare and, to the extent not prohibited by
law or applicable SEC policy, file with the SEC on or prior to the Filing Date,
an offer to exchange (the "Exchange Offer") any and all of the Registerable
Securities for a like number or aggregate principal amount of securities of the
Company, which securities are substantially identical to the relevant
Registerable Securities, (and which, in the case of Notes, are entitled to the
benefits of the Indenture, which will have been qualified under the TIA) except
that they have been registered pursuant to an effective registration statement
under the Securities Act and do not contain provisions for the additional
interest or dividends contemplated in Section 4(a) below (such new securities
hereinafter called "Exchange Securities"). The Exchange Offer will be registered
under the Securities Act on the appropriate form (the "Exchange Registration
Statement") and will comply with all applicable federal and state securities
laws, including, but not limited to, the tender offer rules and regulations
under the Exchange Act.

         The Company agrees to use its best efforts to:

                  (i)      cause the Exchange Registration Statement to become 
                           effective under the Securities Act on or before the 
                           Effectiveness Date;

                  (ii)     keep the Exchange Offer open for at least 30 calendar
                           days (or longer if required by applicable law) after
                           the date that the Prospectus is first sent or given
                           to Holders; and

                  (iii)    consummate the Exchange Offer on or prior to the 30th
                           day following the 


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                           date on which the Exchange Registration Statement is
                           declared effective. No securities other than the
                           Registerable Securities shall be included in the 
                           Exchange Registration Statement.

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

                  (i)      mail to each Holder a copy of the Prospectus forming
                           part of the Exchange Registration Statement, together
                           with an appropriate letter of transmittal and related
                           documents;

                  (ii)     utilize the services of a depositary for the Exchange
                           Offer with an address in the Borough of Manhattan,
                           the City of New York; and

                  (iii)    permit Holders to withdraw tendered Registerable
                           Securities at any time prior to the close of
                           business, New York time, on the last Business Day on
                           which the Exchange Offer shall remain open.

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

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

                  (ii)     deliver to the Transfer Agent, in the case of 13%
                           Preferred Stock, or to the Trustee, in the case of
                           Notes, for cancellation all Registerable Securities
                           so accepted for exchange; and

                  (iii)    cause the Trustee or the Transfer Agent, as the case
                           may be, to authenticate and deliver promptly, to each
                           Holder that validly tendered Registerable Securities,
                           Exchange Securities equal in principal amount or
                           liquidation preference, as applicable, to the
                           Registerable Securities of such Holder so accepted
                           for exchange.

         (d) Each Holder who participates in the Exchange Offer will be required
to represent that (i) any Exchange Securities received by it will be acquired in
the ordinary course of its business, (ii) at the time of the consummation of the
Exchange Offer such Holder will have no arrangement or understanding with any
Person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities, and (iii) such Holder is not an Affiliate of
the Company.

         (e) The Company shall use its best efforts (i) to keep the Exchange
Registration Statement effective and to amend and supplement the Prospectus
contained therein, in order to permit such Prospectus to be lawfully delivered
by all Persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such Persons must comply with such requirement in
order to resell the Exchange Securities, provided that such period shall not
exceed 



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180 days (or such longer period if extended pursuant to the last paragraph of
Section 5) (the "Applicable Period").

         (f) Dividends or interest, as the case may be, plus Liquidated Damages,
if any, on the Exchange Securities will accrue from the last dividend or
interest payment date on which dividends or interest, as applicable, plus
Liquidated Damages, if any, were paid by the Company on the Registerable
Securities surrendered in exchange therefor or, if no dividends or interest, as
the case may be, have been paid on such Registerable Securities, from the date
of original issue.

         (g) Any Exchange Securities issued in exchange for the 13% Preferred
Stock may be issued under a certificate of resolution substantially identical to
the Certificate of Resolution, which will provide that the Exchange Securities
will not be subject to the transfer restrictions set forth in the Certificate of
Resolution and that the Exchange Securities subject to such certificate of
resolution and the 13% Preferred Stock will vote and consent together on all
matters as one class and that neither such Exchange Securities nor the 13%
Preferred Stock will have the right to vote or consent as a separate class on
any matter.

         (h) Any Exchange Securities issued in exchange for the Notes may be
issued under (i) the Indenture or (ii) an indenture substantially identical to
the Indenture, which in either event will provide that the Exchange Securities
will not be subject to the transfer restrictions set forth in the Indenture, and
that the Exchange Securities subject to such indenture will vote and consent
together on all matters as one class and that neither such Exchange Securities
nor the Notes will have the right to vote or consent as a separate class on any
matter.

3.       Shelf Registration

         If (i) the Company is not required to file an Exchange Registration
Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or SEC policy, or (ii) any Holder of Registerable
Securities notifies (a "Shelf Notice") the Company in writing on or prior to the
20th business day following consummation of the Exchange Offer (A) that based
upon the advice of counsel such Holder is prohibited by applicable law or SEC
policy from participating in the Exchange Offer, or (B) that based upon the
advice of counsel such Holder may not resell the Exchange Securities acquired by
it in the Exchange Offer to the public without delivering a Prospectus and that
the Prospectus contained in the Exchange Registration Statement is not
appropriate or available for such resales by such Holder, then:

         a. Initial Shelf Registration. The Company shall promptly prepare and
         file with the SEC a Registration Statement for an offering to be made
         on a continuous basis pursuant to Rule 415 covering all such
         Registerable Securities of each Holder who supplied information as
         required pursuant to this Section 3 (the "Initial Shelf Registration").
         The Company shall (i) file with the SEC the Initial Shelf Registration
         on or prior to the earliest to occur of the following (the date of such
         occurrence being referred to herein as the "Shelf Filing Date"): (A)
         the 60th day after the date on which the Company reasonably determines
         that it is not required 




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         to file the Exchange Registration Statement in accordance with this
         Agreement or (B) the 180th day after the Closing Date, and (ii) use
         its best efforts to cause such Initial Shelf Registration Statement to
         be declared effective by the SEC on or before the 30th day after the
         Shelf Filing Date (the "Shelf Effectiveness Date") and to keep the
         Initial Shelf Registration continuously effective under the Securities
         Act until the date which is 24 months from the Shelf Effectiveness
         Date (subject to extension pursuant to the last paragraph of Section 5
         hereof) (the "Shelf Effectiveness Period"), or such shorter period
         ending when (1) all Registerable Securities covered by the Initial
         Shelf Registration have been sold in the manner set forth and as
         contemplated in the Initial Shelf Registration, (2) a Subsequent Shelf
         Registration covering all of the Registerable Securities has been
         declared effective under the Securities Act or (3) during any period
         in which all Registerable Shares may be sold pursuant to Rule 144(k)
         under the Securities Act.

                  The Initial Shelf Registration shall be on the appropriate
         form permitting registration of such Registerable Securities for resale
         by such Holders in the manner or manners designated by them (including,
         without limitation, one or more underwritten offerings). The Company
         shall not permit any securities other than the Registerable Securities
         to be included in the Initial Shelf Registration or any Subsequent
         Shelf Registration.

                  No Holder of Registerable Securities may include any of its
         Registerable Securities in any Shelf Registration pursuant to this
         Agreement unless and until such Holder furnishes to the Company, in
         writing, within 20 Business Days after receipt of a request therefor
         (which request shall be given by the Company at the earliest
         practicable time), such information as the Company may reasonably
         request for use in connection with any Shelf Registration or Prospectus
         or preliminary prospectus included therein. No Holder of Registerable
         Securities shall be entitled to Liquidated Damages pursuant to Section
         4 hereof unless and until such Holder shall have used its best efforts
         to provide all such reasonably requested information. Each Holder as to
         which any Shelf Registration is being effected agrees to furnish
         promptly to the Company all information to be disclosed in order to
         make the information previously furnished to the Company by such Holder
         not materially misleading.

         b. Subsequent Shelf Registrations. If the Initial Shelf Registration or
         any Subsequent Shelf Registration ceases to be effective for any reason
         at any time during the Shelf Effectiveness Period (other than because
         of the sale of all of the securities registered thereunder), the
         Company shall use its best efforts to obtain the prompt withdrawal of
         any order suspending the effectiveness thereof, and in any event shall
         within 45 days of such cessation of effectiveness amend the Shelf
         Registration in a manner reasonably expected to obtain the withdrawal
         of the order suspending the effectiveness thereof, or file an
         additional Registration Statement pursuant to Rule 415 severing all of
         the Registerable Securities (a "Subsequent 



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         Shelf Registration"). If a Subsequent Shelf Registration is filed, the
         Company shall use its best efforts to cause the Subsequent Shelf
         Registration to be declared effective as soon as practicable after
         such filing and to keep such Subsequent Registration Statement
         continuously effective for a period equal to the number of days in the
         Shelf Effectiveness Period less the aggregate number of days during
         which the Initial Shelf Registration or any Subsequent Shelf
         Registration was previously continuously effective.

         c. Supplements and Amendments. The Company shall promptly supplement
         and amend the Shelf Registration if required by the rules, regulations
         or instructions applicable to the registration form used for such Shelf
         Registration, if required by the Securities Act, or if requested by the
         Holders of a majority or a majority in aggregate principal amount, as
         applicable, of the Registerable Securities covered by such Registration
         Statement or by any underwriter of such Registerable Securities.

4.       Liquidated Damages

         (a) The Company agrees that the Holders of Registerable Securities will
suffer damages if the Company fails to fulfill its obligations under Section 2
or Section 3 hereof and that ascertaining the extent of such damages with
precision could not be feasible. Accordingly, the Company agrees to pay
liquidated damages in the form of additional dividends or additional interest,
as applicable, on the Registerable Securities or Exchange Securities held by
each Holder ("Liquidated Damages"), if:

                  (i) any Registration Statement required by this Agreement is
         not filed with the SEC on or prior to the date specified for such
         filing in this Agreement,

                  (ii) any of such Registration Statements has not been declared
         effective by the SEC on or prior to the date specified for such
         effectiveness in this Agreement (the "Effectiveness Target Date"),

                  (iii) the Exchange Offer has not been consummated within 30
         Business Days after the Effectiveness Target Date with respect to the
         Exchange Registration Statement, or

                  (iv) any Registration Statement required by this Agreement is
         filed and declared effective but shall thereafter cease to be effective
         or fail to be usable for its intended purpose without being succeeded
         immediately by a post-effective amendment to such Registration
         Statement, or by a Subsequent Shelf Registration, as the case may be,
         that cures such failure and that is itself immediately declared
         effective;

(each such event in clauses (i) through (iv) above being referred to herein as a
"Registration Default"). Such additional dividends or interest comprising
Liquidated Damages shall be an 



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amount equal to (A) with respect to the first 90-day period immediately
following the occurrence of a Registration Default, $.05 per week per $1,000
liquidation preference or principal amount, as applicable, of the Registerable
Securities or Exchange Securities, as the case may be, held by such Holder for
each week or portion thereof that any Registration Default continues, plus (B)
an additional $.05 per week per $1,000 liquidation preference or principal
amount, as applicable, of the Registerable Securities or Exchange Securities, as
the case may be, with respect to each 90-day period subsequent to the first
90-day period, until all Registration Defaults have been cured, up to an amount
equal to $.25 per week per $1,000 liquidation preference or principal amount, as
applicable, of the Registerable Securities or Exchange Securities, as the case
may be, of such Holder.

         (b) The Company shall notify the Holders or the Trustee, as applicable,
within one Business Day after each and every date on which a Registration
Default occurs. All accrued Liquidated Damages shall be paid by the Company on
or before each applicable quarterly dividend or interest payment date to Holders
of record of the Registerable Securities or Exchange Securities in the same
manner as dividends or interest are payable pursuant to the terms of the
Certificate of Resolution or the certificate of resolution provided for in
Section 2(g) hereof, or the Indenture or the indenture provided for in Section
2(h) hereof, as the case may be. Each obligation to pay Liquidated Damages shall
be deemed to accrue beginning on the day of the applicable Registration Default.
Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease until the next Registration Default, if any.

5.       Registration Procedures.

         In connection with the registration of any Registerable Securities
pursuant to Sections 2 or 3 hereof, the Company shall effect such registrations
to permit the sale of such Registerable Securities in accordance with the
intended method or methods of disposition thereof, and pursuant thereto the
Company shall:

         (a) Prepare and file with the SEC on or prior to the Filing Date or
Shelf Filing Date, as applicable, a Registration Statement or Registration
Statements as prescribed by Section 2 or 3, and to use its best efforts to cause
each such Registration Statement to become effective and remain effective as
provided herein, provided that if such filing is pursuant to Section 3, before
filing any Registration Statement or Prospectus or any amendments or supplements
thereto, the Company shall, if requested, furnish to and afford the Holders of
the Registerable Shares (the "Selling Holders"), as the case may be, covered by
such Registration Statement, one special counsel for the Selling Holders (the
"Holders" Counsel") and the managing underwriters, if any, a reasonable
opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto)
proposed to be filed (at least 5 Business Days prior to such filing). The
Company shall not file any Registration Statement or Prospectus or any
amendments or supplements thereto in respect of which the Holders must be
afforded an opportunity to review prior to the filing of such document, if the
Holders of a majority or a majority in aggregate principal amount, as
applicable, of the Registerable Securities covered by such Registration
Statement, the Holders' Counsel, or the 



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managing underwriters, if any, shall reasonably object in writing stating the
grounds for objection.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the Shelf Effectiveness Period; cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filled pursuant to supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act, the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented. The Company shall be deemed not to have used its best efforts to
keep a Registration Statement effective during the Applicable Period if it
voluntarily takes any action that would result in selling Holders of the
Registerable Securities covered thereby not being able to sell such Registerable
Securities during that period unless such action is required by applicable law.

         (c) If (i) a Shelf Registration is filed pursuant to Section 3, or (ii)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act, notify the
selling Holders of Registerable Securities, the Holders" Counsel and the
managing underwriters, if any, promptly (but in any event within two Business
Days), and confirm such notice in writing, (A) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective (including in such notice a written statement that any
Holder may, upon request, obtain, without charge, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (B) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (C) if at any time when a Prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registerable Securities the representations and warranties of the Company
contained in any agreement (including any underwriting agreement) contemplated
by Section 5(n) hereof cease to be true and correct, (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of a Registration Statement or any of the
Registerable Securities or the Exchange Securities for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (E) of the happening of any event or any information becoming known
that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in such Registration Statement, Prospectus or documents so that, in the
case of the Registration Statement, it will not contain any 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 not misleading, and that in the case
of the Prospectus, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements 




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therein, in light of the circumstances under which they were made, not
misleading, and (F) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

         (d) If (i) a Shelf Registration is filed pursuant to Section 3, or (ii)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act, use its best
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registerable Securities or the Exchange Securities for sale in any
jurisdiction, and, if any such order is issued, to use their best efforts to
obtain the withdrawal of any such order at the earliest possible date.

         (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the managing underwriters, if any, or the Holders of a majority or
a majority in aggregate principal amount, as applicable, of the Registerable
Securities, being sold in connection with an underwritten offering, (i) promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriters, if any, or such Holders or counsel
reasonably request to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment and (iii)
supplement or make amendments to such Registration Statement, provided that the
Company shall not be required to take actions that in the opinion of counsel for
the Company are in violation of applicable law.

         (f) If (i) a Shelf Registration is filed pursuant to Section 3, or (ii)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act, furnish to each
selling Holder of Registerable Securities who so requests and to the Holders"
Counsel and each managing underwriter, if any, without charge, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.

         (g) If (i) a Shelf Registration is filed pursuant to Section 3, or (ii)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act, deliver to each
selling Holder of Registerable Securities, the Holders' counsel, and the
underwriters, if any, without charge, as many copies of the Prospectus or
Prospectuses (including each form of preliminary prospectus) and each amendment
or supplement therein and any documents incorporated by reference thereto and
any documents incorporated by reference therein as such Persons may reasonably
request, and, subject to the last paragraph of this Section 5, the Company
hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registerable Securities, and the
underwriters or agents (if any), and dealers (if any), in connection with the
offering and sale of the Registerable Securities covered by such Prospectus and
any amendment or supplement thereto




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         (h) Prior to any public offering of Registerable Securities or any
delivery of a Prospectus contained in the Exchange Registration Statement, to
use its best efforts to register or qualify, and to cooperate with the selling
Holders of Registerable Securities, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registerable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder or the managing
underwriters reasonably request in writing as are reasonably necessary to permit
the offer and sale of such Registerable Securities in such jurisdictions,
provided that where Exchange Securities or Registerable Securities are offered
other than through an underwritten offering, the Company agrees to cause its
counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h); keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Securities or the Registerable
Securities covered by the applicable Registration Statement, provided that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or subject itself to taxation in excess of a nominal dollar
amount in any such jurisdiction.

         (i) If a Shelf Registration is filed pursuant to Section 3, cooperate
with the selling Holders of Registerable Securities and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registerable Securities to be sold, which certificates
shall not bear any restrictive legends and shall be in a form eligible for
deposit with The Depository Trust Company; and enable such Registerable
Securities to be in such share amounts or denominations and registered in such
names as the managing underwriters, if any, or Holders may reasonably request.

         (j) Use its best efforts to cause the Registerable Securities covered
by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriters, if any, to consummate the disposition of
such Registerable Securities, except as may be required solely as a consequence
of the nature of such selling Holder's business, in which case the Issuer will
cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals.

         (k) If (i) a Shelf Registration is filed pursuant to Section 3, or (ii)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act, upon the
occurrence of any event contemplated by clauses (E) or (F) of Section 5(c)
hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof)
file with the SEC, at the expense of the Company, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other 



                                       12
<PAGE>   13

required document so that, as thereafter delivered to the purchasers of the
Registerable Securities being sold thereunder or to the purchasers of the
Exchange Securities to whom such Prospectus will be delivered; any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

         (l) Prior to the effective date under the Securities Act of the first
Registration Statement relating to the Registerable Securities, (i) provide the
Transfer Agent or Trustee, as the case may be, with printed certificates for
Registerable Securities in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registerable Securities.

         (m) In the event of an underwritten offering of Registerable Securities
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of securities similar to the Registerable
Securities and take all such other actions as are reasonably requested by the
managing underwriters in order to expedite or facilitate the registration or the
disposition of such Registerable Securities, and in such connection, (i) make
such representations and warranties to the underwriters, with respect to the
business of the Company and its subsidiaries and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of securities similar to the Registerable
Securities, and confirm the same if and when requested; (ii) obtain opinions of
counsel to the Company and updates thereof in form and substance reasonably
satisfactory to the managing underwriters, addressed to the underwriters
covering the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by underwriters;
(iii) obtain "cold comfort" letters and updates thereof in form and substance
reasonably satisfactory to the managing underwriters from the independent
certified public accountants of the Company (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings and such other
matters as reasonably requested by underwriters; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions and
procedures no less favorable than those set forth in Section 7 hereof (or such
other provisions and procedures acceptable to Holders of a majority, or a
majority in aggregate principal amount, as applicable, of Registerable
Securities covered by such Registration Statement and the managing underwriters
or agents) with respect to all parties to be indemnified pursuant to said
Section. The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

         (n) If (i) a Shelf Registration is filed pursuant to Section 3, or (ii)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act, make available
for inspection by any selling Holder of such Registerable Securities being sold,
any underwriter participating in any such disposition of 




                                       13
<PAGE>   14

Registerable Securities, if any, and any attorney, accountant or other agent
retained by any such selling Holder or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent organizational documents and
properties of the Company and its respective subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and
employees of the Company and its subsidiaries to supply all information in each
case reasonably requested by any such Inspector in connection with such
Registration Statement. Records which the Company determines, in good faith, to
be confidential and any Records which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (A) based upon the
advice of counsel the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement, (B) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction or (C) the information in such Records has been
made generally available to the public other than as a result of disclosure or
failure to safeguard by such Inspector. Each selling Holder of such Registerable
Securities will be required to agree that information obtained by it as a result
of such inspections shall be deemed confidential and shall not be used by it as
the basis for any market transactions in the securities of the Company unless
and until such information is made generally available to the public. Each
selling Holder of such Registerable Securities will be required to further agree
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 to
undertake appropriate action to prevent disclosure of the Records deemed
confidential at the Company's expense.

         (o) If applicable, provide an indenture trustee for the Registerable
Securities or the Exchange Securities, as the case may be, and cause the
Indenture or the trust indenture provided for in Section 2(h) hereof, as the
case may be, to be qualified under the TIA not later than the effective date of
the Exchange Offer or the first Registration Statement relating to the
applicable Registerable Securities; and in connection therewith, cooperate with
the trustee under any such indenture and the holders of the applicable
Registerable Securities, to effect such changes to such indenture as may be
required for such indenture to be so qualified in accordance with the terms of
the TIA; and execute, and use its best efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.

         (p) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registerable Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.



                                       14
<PAGE>   15

         (q) Upon consummation of an Exchange Offer, obtain an opinion of
counsel to the Company, addressed to the Trustee if applicable, for the benefit
of all Holders of Registerable Securities participating in the Exchange Offer
which includes an opinion that (i) the Company has duly authorized, executed and
delivered the Exchange Securities and, as applicable, the related certificate of
resolution or indenture, (ii) each of the Exchange Securities, and, as
applicable, certificate of resolution or related indenture constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its respective terms (with customary exceptions) and (iii) if
applicable, each of the Exchange Securities is entitled to the benefits the
Indenture or the indenture provided for Section 2(h) hereof.

         (r) If an Exchange Offer is to be consummated, upon delivery of the
Registerable Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities, the Company
shall mark, or cause to be marked, on such Registerable Securities that such
Registerable Securities are being canceled in exchange for the Exchange
Securities, as the case may be; in no event shall such Registerable Securities
be marked as canceled, paid or otherwise satisfied.

         (s) Cooperate with each seller of Registerable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registerable Securities and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. (the "NASD").

         (t) Use its best efforts to take all other steps necessary to effect
the registration of the Registerable Securities covered by a Registration
Statement contemplated hereby.

         The Company shall not be required to list the Registerable Securities
on any stock exchange or with Nasdaq.

         The Company may require each seller of Registerable Securities as to
which registration is being effected to furnish to the Company such information
regarding such seller as the Company may, from time to time, reasonably request
including, without limitation, a written representation to the Company (which
may be contained in the letter of transmittal contemplated by the Exchange
Registration Statement or Shelf Registration, as applicable) stating that (A) it
is not an Affiliate of the Company, (B) the amount of Registerable Securities
held by such Holder prior to the Exchange Offer, (C) the amount of Registerable
Securities owned by such Holder to be exchanged in the Exchange Offer and
representing that such Holder is not engaged in, and does not intend to engage
in, and has no arrangement or understanding with any Person to participate in, a
distribution of the Exchange Securities to be issued and (D) it is acquiring the
Exchange Securities in its ordinary course of business. The Company may exclude
from such registration the Registerable Securities of any seller who
unreasonably fails to furnish such information within 20 Business Days after
receiving such request. Each Seller as to which any Shelf Registration statement
is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company not materially misleading.



                                       15
<PAGE>   16

         Each Holder of Registerable Securities or Exchange Securities agrees by
acquisition of such Registerable Securities or Exchange Securities that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in clauses (B), (D), (E) or (F) or Section 5(c) hereof, such Holder
will forthwith discontinue disposition of such Registerable Securities covered
by such Registration Statement or Prospectus or Exchange Securities, as the case
may be, and dissemination of such Prospectus until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or until it is advised in writing (the "Advice") by the Company that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event the Company shall give any such
notice, each of the Shelf Effectiveness Period and the Applicable Period shall
be extended by the number of days during such periods from and including the
date of the giving of such notice to and including the date when each seller of
Registerable Securities covered by such Registration Statement or Exchange
Securities, as the case may be, shall have received (i) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) or (ii) the
Advice. 

6. Registration Expenses

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company, whether or not
the Exchange Offer or a Shelf Registration is filed or becomes effective,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of their counsel in connection
with Blue Sky qualifications of the Registerable Securities or Exchange
Securities and determination of the eligibility of the Registerable Securities
or Exchange Securities for investment under the laws of such jurisdictions where
the holders of Registerable Securities are located, (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registerable Securities or Exchange Securities in a form eligible for deposit
with The Depository Trust Company and of printing prospectuses if the printing
of prospectuses is requested by the managing underwriters, if any, or, in
respect of Registerable Securities or Exchange Securities to be sold during the
Applicable Period, by the Holders of a majority or a majority in aggregate
principal amount, as applicable, of the Registerable Securities included in any
Registration Statement, as the case may be, (iii) reasonable messenger,
telephone and delivery expenses, (iv) fees and disbursements for the Company and
reasonable fees and disbursements of the Holders" Counsel (subject to the
provisions of Section 6(b) hereof), (v) fees and all independent certified
public accountants referred to in clause (iii) of Section 5(n) (including,
without limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) the fees and expenses of any
"qualified independent underwriter" or other independent appraiser participating
in an offering pursuant to Rule 2720(c) of the National Association of
Securities Dealers, Inc., (vii) Securities Act liability insurance, if the
Company desires such insurance, (viii) fees and expenses of all other Persons
retained by the Company, (ix) internal expense of the Company (including,
without limitation, all salaries and expenses of officers and employees of the
Company performing legal or accounting 



                                       16
<PAGE>   17

duties), (x) the expense of any annual audit and (xi) the expense relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, securities sales agreements, indentures and any other
documents necessary in order to comply with this Agreement.

                  (b) In connection with any Shelf Registration hereunder, the
Company shall reimburse the Holders of the Registerable Securities being
registered in such registration for the reasonable fees and disbursements of one
Holders' Counsel chosen by the Holder of a majority or a majority in aggregate
principal amount, as applicable, of the Registerable Securities, to be included
in such Registration Statement and other out-of-pocket expenses of the Holders
of Registerable Securities incurred in connection with the registration of the
Registerable Securities.

7.       Indemnification

                  (a) The Company agrees to indemnify and hold harmless each
Holder of Registerable Securities, the directors, officers, employees and agents
of each such Person, and each Person, if any, who controls any such Person
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (each a "Participant") from and against any and all losses, claims,
liabilities, expenses and damages (including any and all investigative, legal
and other expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claim asserted), to
which they, or any of them, may become subject under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, liabilities, expenses or
damages arise out of or are based on any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus or any amendment or supplement thereto or any preliminary prospectus
or the omission or alleged omission to state in such document a material fact
required to be stated in it or necessary to make the statements in it not
misleading, provided that (i) a Participant will not be entitled to any such
indemnification hereunder to the extent that such loss, claim, liability,
expense or damage arises from and is based on an untrue statement or omission or
alleged untrue statement or omission made in reliance on and in conformity with
information relating to such Participant furnished in writing to the Company by
such Participant expressly for inclusion therein and (ii) the foregoing
indemnity with respect to any untrue statement contained or in omission from a
preliminary prospectus or prospectus shall not inure to the benefit of any
Participant (or any person controlling such Participant), from whom the person
asserting any such loss, liability, claim, damage or expense purchased any of
the Registerable Securities which are the subject thereof it is finally
judicially determined that (A) such loss, liability, claim, damage or expense
relates solely to such untrue statement of material fact contained in, or such
omission of a material fact from, such preliminary prospectus or prospectus and
such Participant failed to deliver a copy of the prospectus or any amendment or
supplement thereof to such person at or prior to the confirmation of the sale of
Registerable Securities to such person and (B) the untrue statement or omission
of a material fact contained in such preliminary prospectus or prospectus was
corrected in the prospectus or any such amendment or supplement.



                                       17
<PAGE>   18

                  (b) Each Participant will indemnify and hold harmless the
Company, each Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, each member
of the board of managers or directors, as applicable, of the Company and each
officer of the Company to the same extent as the foregoing indemnity from the
Company to each Participant, but only insofar as losses, claims, liabilities,
expenses or damages arise out of or are based on any untrue statement or
omission or alleged untrue statement or omission made in reliance on and in
conformity with information relating to such Participant furnished in writing to
the Company by such Participant expressly for use in any Registration Statement
or Prospectus or any amendment or supplement thereto or any preliminary
prospectus. The liability of any Participant under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of
Registerable Securities or Exchange Securities, as applicable, giving rise to
such obligations.

                  (c) Any party that proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim is to
be made against an indemnifying party or parties under this Section 7, notify
each such indemnifying party of the commencement of such action, enclosing a
copy of all papers served, but the omission so to notify such indemnifying party
will not relieve it from any liability that it may have to any indemnified party
under the foregoing provisions of this Section 7 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defense
by the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement the
indemnifying party elects by delivering written notice to the indemnified party
will be entitled to participate in and, to the extent that it elects by
delivering written notice to the indemnified party promptly after receiving
notice of the commencement of the action from the indemnified party, jointly
with any other indemnifying party similarly notified, to assume the defense of
the action, with counsel reasonably satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be liable to the
indemnified party for any legal or other expenses except as provided below and
except for the reasonable costs of investigation subsequently incurred by the
indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such
indemnified party unless (1) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advise of counsel) that there may be
material legal defenses available to it that are materially different from or in
addition to those available to the indemnifying party or (3) the indemnifying
party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges or more than one
separate firm admitted to practice in such jurisdiction at any one item for all
such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as 




                                       18
<PAGE>   19

they are incurred. An indemnifying party will not be liable for any settlement
of any action or claim effected without its written consent (which consent will
not be unreasonably withheld).

                  (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 7 is applicable in accordance with its terms but for
any reason is held to be unavailable from the Company or any Participant, the
Company and each Participant will contribute to the total losses, claims,
liabilities, expenses and damages (including any investigative, legal and other
expenses reasonably incurred in action, suit or proceeding or any claim
asserted, but after deducting any contribution received by the Company from
Persons other than a Participant, such as Persons who control the Company within
the meaning of the Securities Act, officers of the Company and directors of the
Company, who also may be liable for contribution) to which the Company and each
Participant my be subject in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and such
Participant, on the other, and, if such allocation is not permitted by
applicable law or indemnification is not available as provided in this Section
7, in such proportion as is appropriate to reflect not only the relative
benefits referred to above but also the relative fault of the Company, on the
one hand, and such Participant, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and each
Participant, on the other hand, shall be deemed to be in the same proportion as
(i) the total proceeds from the offering of the Registerable Securities (net of
discounts but before deducting expenses) received by the Company and (ii) the
total proceeds received by such Participant upon the sale of the Registerable
Securities giving rise to such indemnification obligation. The relative fault of
the Company, on the one hand, and of any Participant, on the other hand, shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or such
Participant and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and each Participant agree that it would not be just and equitable if
contributions pursuant to this Section 7(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, liability, expense or
damage, or action in respect thereof, referred to above in this Section 7(d)
shall be deemed to include, for purpose of this Section 7(d), 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 Section 7(d), a Participant shall not be required to
contribute any amount in excess of the amount by which proceeds received by such
Participant from sales of Registerable Securities exceeds the amount of any
damages that such Participant has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, and no
Person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7(d), any Person who controls a party to this Agreement within the
meaning of the Securities Act will have the same rights to 




                                       19
<PAGE>   20

contribution as that party, and the respective officers, directors, managers,
partners, members, employees, representatives and agent of any party to this
Agreement will have the same rights to contribution as such party, subject in
each case to the provisions hereof. Any party entitled to contribution, promptly
after receipt of notice of commencement of any action against such party in
respect of which a claim for contribution may be made under this Section 7(d),
will notify any such party or parties from whom contribution may be sought, but
the omission so to notify will not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have under
this Section 7(d). No party will be liable for contribution with respect to any
action or claim settled without its written consent (which consent will not be
unreasonably withheld).

                  (e) The indemnity and contribution agreements contained in
this Section 7 will be in addition to any liability which the indemnifying
persons may otherwise have to the indemnified persons referred to above.

8.       Rules 144 and 144A

                  The Company covenants that it will file the reports required
to be filed by them under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder in a timely manner and, if any
time the Company is not required to file such reports, it will, upon the request
of any Holder of Registerable Securities, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144 and Rule
144A under the Securities Act. The Company further covenants that they will take
such further action as any Holder of Registerable Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Registerable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 and Rule 144A
under the Securities Act, as such Rules may be amended from time to time, or (b)
any similar rule or regulation hereafter from time to time, or (b) any similar
rule or regulation hereafter adopted by the SEC. Nothing required in this
Section 8 shall require the Company to register any of its securities under the
Exchange Act.

9.       Underwritten Registrations

                  If any of the Registerable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority or a majority in aggregate principal
amount, as applicable, of such Registerable Securities included in such offering
and reasonably acceptable to the Company.

                  No Holder of Registerable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registerable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under 



                                       20
<PAGE>   21

the terms of such underwriting arrangements.

10.      Miscellaneous

                  (a) Remedies. In the event of a breach by the Company of any
of its obligations under this Agreement, each Holder of Registerable Securities,
in addition to being entitled to exercise all rights provided herein, in the
Indenture, if applicable, or in the Purchase Agreement or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such breach, it shall
waive the defense that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company has not, as of the
date hereof, and shall not, after the date of this Agreement, enter into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders of Registerable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not entered or
will not enter into any agreement with respect to any of its securities which
will grant to any Person piggy-back rights with respect to a Registration
Statement to be filed pursuant to the terms of this Agreement.

                  (c) Adjustments Affecting Registerable Securities. The Company
shall not, directly or indirectly, take any action with respect to the
applicable Registerable Securities as a class that would adversely affect the
ability of the Holders of Registerable Securities to include such Registerable
Securities in a registration undertaken pursuant to this Agreement.

                  (d) Amendments and Waivers. The provisions of this Agreement
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority or a majority in aggregate principal amount, as
applicable, of the then outstanding Registerable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registerable
Securities whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect, impair, limit or compromise the
rights of other Holders of Registerable Securities may be given by Holders of at
least a majority or a majority in aggregate principal amount, as applicable, of
the Registerable Securities, being sold by such Holders pursuant to such
Registration Statement, provided that the provisions of this sentence may not be
amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence.

                  (e) Notices. All notices and other communications (including
without limitation any notices or other communications to the Trustee, if
applicable) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day 



                                       21
<PAGE>   22

air courier or telecopier:

                           (i) if to a Holder of Registerable Securities, at the
         most current address given by the Transfer Agent or Trustee, as
         applicable, to the Company, and if Ares Leveraged Investment Fund, L.P.
         is a Holder, with copies to:

                           Morgan, Lewis & Bockius LLP
                           Attention:  Peter P. Wallace, Esq.
                           300 S. Grand Avenue
                           22nd Floor
                           Los Angeles, CA  90071
                           and
                           Fulbright & Jaworski LLP
                           300 Convent Street
                           Suite 2200
                           San Antonio, TX  78205

                           (ii)     if the Company, at:

                           Packaged Ice, Inc.
                           Attention:  Chief Executive Officer
                           8572 Katy Freeway, Suite 101
                           Houston, Texas 77024

                           with a copy to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           Attention:  Alan Schoenbaum
                           1500 NationsBank Plaza
                           300 Convent
                           San Antonio, Texas 78205
                           Facsimile: (210) 224-2035

                  All such notices and communications shall be deemed to have
been duly given when delivered by hand, if personally delivered; five Business
Days after being deposited in the postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier; and when receipt is
acknowledge by the addressee, if telecopied.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee
under the Indenture at the address specified in such Indenture, if applicable.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and 




                                       22
<PAGE>   23

without the need for an express assignment, subsequent Holders of Registerable
Securities; provided, that, with respect to the indemnity and contribution
agreements in Section 7, each Holder of Registerable Securities subsequent to
the Investors shall be bound by the terms thereof if (i) such Holder elects to
include Registerable Securities in a Shelf Registration and (ii) such Holder is
advised expressly by the Company of the provisions contained in Section 7 and
that such Holder's election to include Registerable Securities in a Shelf
Registration shall be deemed such Holder's agreement to be bound by such
provisions.

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

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or other wise affect the
meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (j) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (k) Entire Agreement. This Agreement, together with the
Purchase Agreement, the Indenture and Certificate of Designations, is intended
by the parties as a final expression of their agreement, and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.

                  (1) Notes Held by the Company or its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registerable
Securities is required hereunder, Registerable Securities held by the Company or
its affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


                                       23
<PAGE>   24



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

                                               PACKAGED ICE, INC.


                                               By: /s/ JAMES F. STUART
                                                  -----------------------------
                                               Its: Chief Financial Officer
                                                    ---------------------------




                        (INVESTOR SIGNATURE PAGES FOLLOW)



[Exchange Offer Registration Rights Agreement]

<PAGE>   25



INVESTOR:

ARES LEVERAGED INVESTMENT FUND, L.P.

         By:      ARES MANAGEMENT, L.P.
                  its General Partner


         By:      /s/ ILLEGIBLE
                  ----------------------
                  Name:
                  Title:




                 [Exchange Offer Registration Rights Agreement]



<PAGE>   26



INVESTOR:

S.V. CAPITAL PARTNERS, L.P.

         By:      S.V. Capital Management, Inc.
                  its General Partner


         By:      /s/ R.J. SANDS
                  ------------------------------
                  Name:  R.J. SANDS
                  Title: MANAGING DIRECTOR







                 [Exchange Offer Registration Rights Agreement]

<PAGE>   27


                                   Schedule I
                              SCHEDULE OF INVESTORS



Ares Leveraged Investment Fund, L.P.

S.V. Capital Partners, L.P.