BETWEEN

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REGISTRATION RIGHTS AGREEMENT

BETWEEN

PHONETEL TECHNOLOGIES, INC.

AND

INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION

AND

CERBERUS PARTNERS, L.P.

Dated as of March 15, 1996

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TABLE OF CONTENTS

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Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 2. Registration of Securities by the Company . . . . . . . . . . . . . 4

Section 3. Shelf Registration . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 4. Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . 21

Section 5. Conditions to Registration . . . . . . . . . . . . . . . . . . . . . 22

Section 6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Section 7. Exchange Act Registration;
Rule 144 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 8. Limitation on Registration Rights of
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 9. Mergers, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 10. Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 11. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 12. Waivers and Further Agreements . . . . . . . . . . . . . . . . . . . 31

Section 13. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 14. Assignment; Successors and Assigns . . . . . . . . . . . . . . . . . 32

Section 15. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 16. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 17. Section Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 18. Gender; Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 19. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 20. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 21. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 22. Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . 34

Schedule I Agreements Containing Registration Rights
in Favor of Other Shareholders

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of March 15, 1996, by and between PHONETEL TECHNOLOGIES, INC.,
an Ohio corporation (the "Company"), and INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION, a Delaware corporation ("ING") and CERBERUS PARTNERS,
L.P., a Delaware limited partnership ("Cerberus") (ING and Cerberus, each the
"Purchaser," and collectively, the "Purchasers").

W I T N E S S E T H:

RECITALS.

A. Simultaneously herewith, the Purchasers are entering into a
Credit Agreement (as defined in Section 1), by and among the Company, the
Purchasers and various other lenders that may become parties thereto (the
"Lenders") and ING in its capacity as Agent for the Lenders; and

B. It is a condition precedent to the initial extensions of
credit by the Purchasers to the Company contemplated by the Credit Agreement
that the Company agree to issue to the Purchasers Warrants initially
exercisable for _______ shares of Series A Special Convertible Preferred Stock,
par value $.20 per share, of the Company (the "Series A Special Preferred
Stock"); and

C. Each Lender is entitled at such Lender's option, subject to
the terms and conditions of the Credit Agreement, to convert Term Notes (as
defined in the Credit Agreement) into shares of Series B Special Convertible
Preferred Stock, par value $.20 per share, of the Company (the "Series B
Special Preferred Stock"); and

D. Shares of Series A Special Preferred Stock and Series B
Special Preferred Stock are convertible, at the option of each of the holders
thereof, into shares of Common Stock, par value $.01 per share, of the Company;
and

E. The Purchasers are unwilling to extend credit to the Company
pursuant to the Credit Agreement or to purchase the Warrants pursuant to the
Warrant Agreement (as defined in Section 1) unless they receive the assurances
set forth in this Agreement;
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NOW, THEREFORE, in consideration of the recitals, of the Purchasers'
proceeding with the consummation of the transactions contemplated by the
Warrant Agreement and the Credit Agreement, and the mutual covenants
hereinafter set forth, the parties, intending to be legally bound, hereby
agree as follows:

SECTION 1. Definitions.

(a) Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

"Agreement" means this Registration Rights Agreement as in effect on
the date hereof and as hereafter amended, supplemented, restated or otherwise
modified.

"Available Securities" is defined in Section 2.

"Business Day" is defined in the Warrant Agreement.

"Certificate of Amendment" is the certificate of amendment to the
Company's Articles of Incorporation relating to the Series A Special Preferred
Stock and the Series B Special Preferred Stock.

"Common Stock" is defined in the Warrant Agreement.

"Company" is defined in the Preamble.

"Credit Agreement" means the Credit Agreement, dated of even date
herewith, by and among the Purchasers, various Lenders signatory thereto, and
the Company, as in effect on the date hereof and as hereafter amended,
supplemented, restated or otherwise modified.

"Exchange Act" is defined in the Warrant Agreement.

"Holders" shall mean, collectively, the Purchasers and any subsequent
registered holders, from time to time, of the Term Notes, the Series B Special
Preferred Stock, Common Stock issuable upon conversion of the Series B Special
Preferred Stock, or the Warrant Securities. Whenever the phrase "Holder of any
Registrable Securities" or any similar phrase is used herein, it shall also
include any holders of Warrants, Term Notes, Series A Special Preferred Stock,
Common Stock issuable upon conversion of the Series B Special Preferred Stock,
or Series B Special Preferred Stock.

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"Indemnified Person" is defined in Section 6(a).

"Indemnifying Person" is defined in Section 6(c).

"NASD" means the National Association of Securities Dealers, Inc.

"Person" is defined in the Warrant Agreement.

"Prospectus" means each prospectus included as part of any
Registration Statement, as amended or supplemented, including each preliminary
prospectus and all material incorporated by reference in such prospectus.

"Purchaser" is defined in the Preamble.

"Quoted Price" is defined in the Warrant Agreement.

"Registrable Securities" shall mean the shares of Common Stock issued
or issuable upon the conversion of shares of Series A Special Preferred Stock
or Series B Special Preferred Stock (including any conversion in accordance
with subparagraph (l)(vii) or subparagraph (m)(vii) of the Certificate of
Amendment), but excluding (i) shares that have been disposed of under a
Registration Statement, the Shelf Registration Statement or any other effective
registration statement, and (ii) shares distributed to the public pursuant to
Rule 144 under the Securities Act.

"Registration Expenses" is defined in Section 4(c).

"Registration Statement" means any registration statement of the
Company which covers Registrable Securities pursuant to Section 2 of this
Agreement, including the Prospectus, amendments, including post-effective
amendments, and supplements to such registration statement and Prospectus and
all exhibits and all material incorporated by reference in such registration
statement.

"Required Holders" shall mean the holders of Term Notes, shares of
Series B Special Preferred Stock and/or Warrant Securities which when fully
converted would represent at least two-thirds of the voting power of such
securities held by all of the Holders.

"Securities Act" is defined in the Warrant Agreement.

"SEC" is defined in the Warrant Agreement.

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"Shelf Prospectus" shall mean the prospectus included in the Shelf
Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, including any supplement relating to the terms of the
offering of any portion of the Registrable Securities covered by the Shelf
Registration Statement, and in each case including all material incorporated by
reference therein.

"Shelf Registration" shall mean a registration required to be effected
pursuant to Section 3 hereof.

"Shelf Registration Statement" shall mean a registration statement of
the Company (and any other entity required to be a registrant with respect to
such registration statement pursuant to the requirements of the Securities Act)
that covers all of the Registrable Securities to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act, or any similar
rule that may be adopted by the SEC, and all amendments (including post-
effective amendments) to such registration statement, and all exhibits thereto
and materials incorporated by reference therein.

"Specified Registrable Securities" is defined in Section 2(a).

"Stock" is defined in the Warrant Agreement.

"Warrant Agreement" means the Warrant Purchase Agreement, dated of
even date herewith, by and between the Purchasers and the Company, as in effect
on the date hereof and as hereafter amended, supplemented, restated or
otherwise modified.

"Warrant Securities" is defined in the Warrant Agreement.

"Warrants" is defined in the Warrant Agreement.

(b) Cross-References. Unless otherwise specified,
references in this Agreement to any Article or Section are references to such
Article or Section of this Agreement, and unless otherwise specified,
references in any Article, Section, or definition to any clause are references
to such clause of such Section, Article or definition.

SECTION 2. Registration of Securities by the Company.

(a) Piggyback Registration. If at any time or from time to
time the Company shall propose to file on its behalf or on behalf of any of its
security holders a registration statement under the Securities Act on Form X-0,
X-0 or S-3 (or on any other form for the general registration of securities)
with respect to

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any class of securities (other than a Shelf Registration Statement filed
pursuant to Section 3), the Company shall in each case:

(i) promptly give written notice to each Holder
at least thirty (30) days before the anticipated filing date,
indicating the proposed offering price and describing the plan
of distribution;

(ii) include in such registration (and any related
qualification under blue sky or other state securities laws or
other compliance) and, at the request of any Holder, in any
underwriting involved therein, all the Registrable Securities
specified by any Holder or Holders of Registrable Securities
(the "Specified Registrable Securities") in a written request
(the "Registration Request") made within twenty (20) days
after receipt of such written notice from the Company; and

(iii) use its best efforts to cause the
managing underwriter(s) of such proposed underwritten offering
to permit the Specified Registrable Securities to be included
in the Registration Statement for such offering on the same
terms and conditions as any similar securities of the Company
included therein.

Notwithstanding the foregoing, if the managing underwriter(s) of such offering
advise(s) the Holders of Specified Registrable Securities in writing that
marketing considerations require a limitation on the securities, other than the
securities the Company intends to sell, to be included in any Registration
Statement filed under this Section 2 to a certain number of shares (the
"Available Securities"), then the Company shall in such case be obligated to
such Holders only with respect to such number of Available Securities. Subject
to the registration rights of the holder of the Warrant to Purchase Common
Stock of the Company dated September 12, 1995 between PhoneTel and Xxxxxxx
Capital, L.P., the holder of the Warrant to Purchase Common Stock of the
Company dated September 12, 1995 between PhoneTel and Ariel Fund, Ltd., the
former stockholders of World Communications, Inc. as beneficiaries of the
Registration Rights Agreement, dated September 22, 1995 (the "World
Registration Rights Agreement"), and the former stockholders of Public
Telephone Corporation as beneficiaries of the Registration Rights Agreement
dated October 16, 1995 in each case as in effect on the date hereof, the
limitation on the number of Specified Registrable Securities will be imposed
pro rata (based upon the ratio of the number of shares of Specified Registrable
Securities which the managing underwriter(s) propose to include at the
anticipated initial public offering price to the number of Specified
Registrable

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Securities owned by each Holder) among all Holders of Specified Registrable
Securities.

Each Registration Request shall set forth the number or amount of
Specified Registrable Securities. Notwithstanding any other provision of this
Agreement to the contrary, neither the delivery of the notice by the Company
nor of the Registration Request by any Holder shall in any way obligate the
Company to file a Registration Statement and, notwithstanding such filing, the
Company may, at any time prior to the effective date thereof, in its sole
discretion, determine not to offer the securities to which the Registration
Statement relates without liability to any of the Holders. No registration of
Registrable Securities effected under this Section 2 shall relieve the Company
of its obligation to effect the registration of Registrable Securities pursuant
to Section 3.

(b) Piggyback Registration Procedures. If and when the
Company shall be required by the provisions of this Section 2 to effect the
registration of Registrable Securities under the Securities Act, the Company
will use its best efforts to effect such registration to permit the sale of
such Registrable Securities in accordance with the intended method or methods
of disposition thereof, and pursuant thereto it will, as expeditiously as
possible:

(i) before filing a Registration Statement or Prospectus
or any amendments or supplements thereto, furnish to the Holders of
the Registrable Securities covered by such Registration Statement and
the underwriter(s), if any, copies of all such documents proposed to
be filed, which documents will be made available, on a timely basis,
for review by such Holders and underwriters;

(ii) prepare and file with the SEC such amendments and
post-effective amendments to any Registration Statement, and such
supplements to the Prospectus, as may be reasonably requested by any
Holder of Registrable Securities or the managing underwriter(s), if
any, or as may be required by the Securities Act, the Exchange Act or
by the rules, regulations or instructions applicable to the
registration form utilized by the Company or as may otherwise be
necessary to keep such Registration Statement effective until the
earlier of such time as all of the Registrable Securities covered by
such Registration Statement have been disposed of in accordance with
the intended method of disposition set forth in such Registration
Statement or Prospectus; and cause the Prospectus as so supplemented
to be filed pursuant to Rule 424 (or any successor rule) under the
Securities Act; and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such

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Registration Statement during the applicable period in accordance with
the intended methods of disposition by the sellers thereof set forth
in such Registration Statement or Prospectus;

(iii) promptly notify the selling Holders of Registrable
Securities and the managing underwriter(s), if any, and if requested
by any such Person, confirm such advice in writing:

(a) of the filing of the Prospectus or any
supplement to the Prospectus and of the effectiveness of the
Registration Statement and/or any post-effective amendment,

(b) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus or
for additional information,

(c) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose,

(d) of the Company's becoming aware at any time
that the representations and warranties of the Company
contemplated by paragraph (xiv)(a) below have ceased to be
true and correct,

(e) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threat of any proceeding for
such purpose, and

(f) of the existence of any fact which, to the
knowledge of the Company, results in the Registration
Statement, the Prospectus or any document incorporated therein
by reference containing an untrue statement of material fact
or omitting to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading;

(iv) make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the Registration
Statement or any qualification referred to in paragraph (iii)(e) at
the earliest possible moment;

(v) if reasonably requested by the managing
underwriter(s) or the Required Holders of Registrable Securities being
sold in connection with an underwritten

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offering, immediately incorporate in a supplement to the Prospectus or
post-effective amendment to the Registration Statement such
information as the managing underwriter(s) or the Required Holders of
the Registrable Securities being sold reasonably request to have
included therein relating to the plan of distribution with respect to
such Registrable Securities, including, without limitation,
information with respect to the amount of Registrable Securities being
sold to such underwriters, the purchase price being paid therefor by
such underwriters and any other terms of the underwritten (or
best-efforts underwritten) offering of the Registrable Securities to
be sold in such offering; and make all required filings of such
supplement to the Prospectus or post-effective amendment to the
Registration Statement as soon as notified of the matters to be
incorporated in such supplement to the Prospectus or post-effective
amendment to the Registration Statement;

(vi) at the request of any selling Holder of Registrable
Securities, furnish to such selling Holder of Registrable Securities
and each managing underwriter, if any, without charge, at least one
signed copy of the Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits
(including those incorporated by reference);

(vii) deliver to each selling Holder of Registrable Securities
and the managing underwriter(s), if any, without charge, as many
copies of the Registration Statement, each Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto (in
each case including all exhibits), as such Persons may reasonably
request, together with all documents incorporated by reference in such
Registration Statement or Prospectus, and such other documents as such
selling Holder may reasonably request in order to facilitate the
disposition of its Registrable Securities covered by such Registration
Statement; the Company consents to the use of each Prospectus and any
supplement thereto by each of the selling Holders of Registrable
Securities and the managing underwriter(s), if any, in connection with
the offering and sale of the Registrable Securities covered by each
Prospectus or any supplement thereto;

(viii) prior to any public offering of Registrable
Securities, register or qualify or reasonably cooperate with the
selling Holders of Registrable Securities, the managing
underwriter(s), if any, and their respective counsel in connection
with the registration or qualification of such Registrable Securities
for offer and sale under the

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securities or blue sky laws of such jurisdictions as any selling
Holder or managing underwriter(s) reasonably request(s) and do any and
all other acts or things necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by the
Registration Statement;

(ix) cooperate with the selling Holders of Registrable
Securities and the managing underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any legends
restricting the transfer thereof; and enable such Registrable
Securities to be in such denominations and registered in such names as
the managing underwriters may request at least two Business Days prior
to any sale of Registrable Securities to the underwriters;

(x) use its best efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be
registered with or approved by such United States, state and local
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 Registrable Securities;

(xi) if any fact contemplated by paragraph (iii)(b) or
(iii)(f) above shall exist, promptly notify each Holder on whose
behalf Registrable Securities have been registered and promptly
prepare and furnish to such Holders a supplement or post-effective
amendment to the Registration Statement or the related Prospectus or
any document incorporated therein by reference and promptly file any
other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, neither the Registration
Statement nor the Prospectus will contain an untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;

(xii) if requested by the Required Holders of the
Registrable Securities or by the managing underwriter(s), if any,
cause all Registrable Securities covered by the Registration Statement
to be (A) listed on each securities exchange on which securities of
the same class are then listed or (B) admitted for trading in any
inter-dealer quotation system on which securities of the same class
are then traded;

(xiii) not later than the effective date of the applicable
Registration Statement, provide a CUSIP number for all Registrable
Securities covered by the Registration Statement and provide the
applicable transfer agent with

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printed certificates for such Registrable Securities which are in a
form eligible for deposit with Depository Trust Company;

(xiv) enter into agreements (including underwriting
agreements) and take all other reasonable actions in order to expedite
or facilitate the disposition of such Registrable Securities and in
such connection, except as otherwise provided, whether or not an
underwriting agreement is entered into and whether or not the
registration is an underwritten registration:

(a) make such representations and warranties to
the Holders selling such Registrable Securities and, in
connection with any underwritten offering, to the
underwriters, in form, substance and scope as are customarily
made by issuers to underwriters in similar underwritten
offerings;

(b) obtain opinions of counsel to the Company and
updates thereof addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered
in opinions requested in similar underwritten offerings and
such other matters as may be reasonably requested by such
Holders and underwriters, which counsel and opinions shall be
reasonably satisfactory (in form, scope and substance) to the
managing underwriters, if any, and the Required Holders of
such Registrable Securities;

(c) in connection with any underwritten offering,
obtain so-called "cold comfort" letters and updates thereof
from the Company's independent certified public accountants
addressed to the selling Holders of Registrable Securities and
the underwriters, such letters to be in customary form and
covering matters of the type customarily covered in "cold
comfort" letters to underwriters in connection with similar
underwritten offerings;

(d) if an underwriting agreement is entered into,
cause the same to set forth in full the indemnification and
contribution provisions and procedures of Section 6 (or such
other substantially similar provisions and procedures as the
underwriters shall reasonably request) with respect to all
parties to be indemnified pursuant to said Section 6; and

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(e) deliver such documents and certificates as
may reasonably be requested by the Required Holders of the
Registrable Securities being sold, or the managing
underwriter(s), if any, to evidence compliance with this
paragraph (xiv) and with any customary conditions contained in
the underwriting agreement or other agreement entered into by
the Company;

the foregoing to be done upon each closing under any underwriting or
similar agreement as and to the extent required thereunder and from
time to time as may reasonably be requested by any selling Holder of
Registrable Securities in connection with the disposition of
Registrable Securities pursuant to such Registration Statement, all in
a manner consistent with customary industry practice;

(xv) upon execution and delivery of such confidentiality
agreements as the Company may reasonably request, make available to
the Holders of the Registrable Securities being sold, any underwriter
participating in any disposition pursuant to such Registration
Statement, and any attorney or accountant retained by such Holders or
underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in
connection with the registration, at such time or times as the Person
requesting such information shall reasonably determine;

(xvi) otherwise use its best efforts to comply with the
Securities Act, the Exchange Act, all applicable rules and regulations
of the SEC and all applicable state blue sky and other securities
laws, rules and regulations, and make generally available to its
security holders an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act, as soon as practicable, but in no
event later than thirty (30) days after the end of the 12 calendar
month period commencing after the effective date of the Registration
Statement;

(xvii) cooperate and assist in any filings required to be
made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any "qualified independent
underwriter" that is required to be retained in accordance with the
rules and regulations of the NASD); and

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(xviii) prior to the filing of any document which is being
prepared for incorporation by reference into the Registration
Statement or the Prospectus, upon receipt of such confidentiality
agreements as the Company may reasonably request, provide copies of
such document to counsel to the selling Holders of Registrable
Securities, and to the managing underwriter(s), if any, and make the
Company's representatives available for discussion of such document.

If requested in writing by the Company or the lead underwriter, if any, of any
public offering effected pursuant to this Section 2, the Company and each
Holder owning Registrable Securities exercisable for or evidencing at least 1%
of outstanding Common Stock will execute and deliver an agreement undertaking
not to effect any public sale or distribution, including any sale pursuant to
Rule 144 under the Securities Act, of any shares of Common Stock (other than as
part of such underwritten public offering) within 7 days before or 120 days
after the effective date of a registration statement filed pursuant to this
Section 2.

SECTION 3. Shelf Registration.

(a) Filing of Shelf Registration Statement. Promptly
after the date hereof and in any event on or before June 1, 1996, the Company
shall cause to be filed the Shelf Registration Statement providing for the sale
by the Holders of all of the Registrable Securities in accordance with the
terms hereof, and the Company will use its best efforts to cause such Shelf
Registration Statement to be declared effective by the SEC on or before June
30, 1996. The Company agrees to use its best efforts to keep the Shelf
Registration Statement with respect to the Registrable Securities continuously
effective so long as any Holder holds Registrable Securities until such time as
each Holder has received an opinion of counsel to the Company (which opinion
and counsel shall be reasonably satisfactory to the Holder) to the effect that
each such Holder is permitted under Rule 144 to dispose of all of its
Registrable Securities within three months without such registration. The
Company further agrees to amend the Shelf Registration Statement if and as
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or any rules and regulations thereunder; provided,
however, that the Company shall not be deemed to have used its best efforts to
keep the Shelf Registration Statement effective during the applicable period if
it voluntarily takes any action that would result in selling Holders not being
able to sell Registrable Securities covered thereby during that period, unless
such action is permitted by this Agreement or required under applicable law or
the Company has filed a post-effective amendment to the Shelf Registration
Statement and the SEC has not declared

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it effective. The Company may cause to be included in the Shelf Registration
Statement any securities of the Company held by persons with registration
rights under the agreements listed on Schedule I to the extent provided by such
agreements and to permit such persons to exercise any existing registration
rights contained in the agreements listed on Schedule I.

(b) Shelf Registration Procedures. In connection with
the obligations of the Company with respect to the Shelf Registration Statement
contemplated by this Section 3, the Company shall use its best efforts to
effect such registration to permit the sale of such Registrable Securities in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto it will, as expeditiously as possible:

(i) before filing a Shelf Registration Statement or Shelf
Prospectus or any amendments or supplements thereto, furnish to the
Holders of the Registrable Securities covered by such Shelf
Registration Statement and the underwriter(s), if any, copies of all
such documents proposed to be filed, which documents will be made
available, on a timely basis, for review by such Holders and
underwriters; and the Company will not file any Shelf Registration
Statement or amendment thereto or any Shelf Prospectus or any
supplement thereto to which the Required Holders of the Registrable
Securities covered by such Shelf Registration Statement or the
managing underwriter(s), if any, shall reasonably object;

(ii) prepare and file with the SEC, within the time period
set forth in Section 3(a) hereof, the Shelf Registration Statement,
which Shelf Registration Statement (a) shall be available for the sale
of the Registrable Securities in accordance with the intended method
or methods of distribution by the selling Holders thereof and (b)
shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required
by the SEC to be filed therewith;

(iii) (a) prepare and file with the SEC such amendments to
such Shelf Registration Statement as may be reasonably requested by
any Holder of Registrable Securities or the managing underwriter(s),
if any, or as may be required by the Securities Act, the Exchange Act
or by the rules, regulations or instructions applicable to the
registration form utilized by the Company or as may otherwise be
necessary to keep such Shelf Registration Statement effective for the
applicable period; (b) cause the Shelf Prospectus to be amended or
supplemented as may be reasonably requested by any Holder of
Registrable Securities or the managing underwriter(s), if any, or as
may be required by the Securities Act, the

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Exchange Act or by the rules, regulations or instructions applicable
to the registration form utilized by the Company or as may otherwise
be necessary to keep such Shelf Registration Statement effective for
the applicable period; (c) cause the Shelf Prospectus as so amended or
supplemented to be filed pursuant to Rule 424 (or any successor rule)
under the Securities Act; (d) respond as promptly as practicable to
any comments received from the SEC with respect to the Shelf
Registration Statement or any amendment thereto; and (e) comply with
the provisions of the Securities Act with respect to the disposition
of all securities covered by such Shelf Registration Statement during
the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof;

(iv) promptly notify the selling Holders of Registrable
Securities and the managing underwriter(s), if any, and if requested
by any such Person, confirm such advice in writing:

(a) of the filing of the Shelf Prospectus or any
supplement to the Shelf Prospectus and of the effectiveness of
the Shelf Registration Statement and/or any post-effective
amendment,

(b) of any request by the SEC for amendments or
supplements to the Shelf Registration Statement or the Shelf
Prospectus or for additional information,

(c) of the issuance by the SEC of any stop order
suspending the effectiveness of the Shelf Registration
Statement or the initiation of any proceedings for that
purpose,

(d) of the Company's becoming aware at any time
that the representations and warranties of the Company
contemplated by paragraph (xv)(a) below have ceased to be true
and correct,

(f) of the existence of any fact which, to the
knowledge of the Company, results in the Shelf Registration
Statement, the Shelf Prospectus or any document incorporated
therein by reference containing an untrue statement of
material fact or omitting to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading;

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17

(v) make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the Shelf Registration
Statement or any qualification referred to in paragraph (iii)(e) at
the earliest possible moment;

(vi) if reasonably requested by the managing
underwriter(s) or the Required Holders of Registrable Securities being
sold in connection with an underwritten offering, immediately
incorporate in a supplement to the Shelf Prospectus or post-effective
amendment to the Shelf Registration Statement such information as the
managing underwriter(s) or the Required Holders of the Registrable
Securities being sold reasonably request to have included therein
relating to the plan of distribution with respect to such Registrable
Securities, including, without limitation, information with respect to
the amount of Registrable Securities being sold to such underwriters,
the purchase price being paid therefor by such underwriters and any
other terms of the underwritten (or best-efforts underwritten)
offering of the Registrable Securities to be sold in such offering;
and make all required filings of such supplement to the Shelf
Prospectus or post-effective amendment to the Shelf Registration
Statement as soon as notified of the matters to be incorporated in
such supplement to the Shelf Prospectus or post-effective amendment to
the Shelf Registration Statement;

(vii) at the request of any selling Holder of Registrable
Securities, furnish to such selling Holder of Registrable Securities
and each managing underwriter, if any, without charge, at least one
signed copy of the Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits
(including those incorporated by reference);

(viii) deliver to each Holder of Registrable Securities and
the managing underwriter(s), if any, without charge, as many copies of
the Shelf Registration Statement, each Shelf Prospectus and any
amendment or supplement thereto (in each case including all exhibits),
as such Persons may reasonably request, together with all documents
incorporated by reference in such Shelf Registration Statement or
Shelf Prospectus, and such other documents as such selling Holder may
reasonably request in order to facilitate the disposition of its
Registrable Securities; the Company consents to the use of the Shelf
Prospectus and any amendment or supplement thereto by each such Holder
of Registrable Securities and the underwriter(s), if any, in
connection with the offering and sale of the Registrable Securities
covered by the Shelf Prospectus or amendment or supplement thereto;

-15-
18

(ix) prior to the time the Shelf Registration Statement is
declared effective by the SEC, register or qualify the Registrable
Securities or reasonably cooperate with the selling Holders, the
underwriter(s), if any, and their respective counsel in connection
with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such
jurisdictions as any selling Holder or managing underwriter(s), if
any, reasonably request(s), keep each such registration or
qualification effective during the period such Shelf Registration
Statement is required to be kept effective, and do any and all other
acts or things necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Shelf
Registration Statement;

(x) cooperate with the selling Holders of Registrable
Securities and the managing underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any legends
restricting the transfer thereof; and enable such Registrable
Securities to be in such denominations and registered in such names as
the selling Holders or the managing underwriters, if any, may request
at least two Business Days prior to any sale of Registrable
Securities;

(xi) use its best efforts to cause the Registrable Securities
covered by the Shelf Registration Statement to be registered with or
approved by such United States, state and local 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 Registrable Securities;

(xii) if any fact contemplated by paragraph (iv)(b) or (iv)(f)
above shall exist, promptly notify each Holder on whose behalf
Registrable Securities have been registered and promptly prepare and
furnish to such Holders a supplement or post-effective amendment to
the Shelf Registration Statement or the related Shelf Prospectus or
any document incorporated therein by reference and promptly file any
other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, neither the Shelf
Registration Statement nor the Shelf Prospectus will contain an untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading;

-16-
19

(xiii) if requested by the Required Holders of the Registrable
Securities or by the managing underwriter(s), if any, cause all
Registrable Securities covered by the Shelf Registration Statement to
be (a) listed on each securities exchange on which securities of the
same class are then listed or (b) admitted for trading in any
inter-dealer quotation system on which securities of the same class
are then traded;

(xiv) not later than the effective date of the Shelf
Registration Statement, provide a CUSIP number for all Registrable
Securities covered by the Shelf Registration Statement and provide the
applicable transfer agent with printed certificates for such
Registrable Securities which are in a form eligible for deposit with
Depository Trust Company;

(xv) enter into agreements (including underwriting
agreements) and take all other reasonable actions in order to expedite
or facilitate the disposition of such Registrable Securities and in
such connection, except as otherwise provided, whether or not an
underwriting agreement is entered into and whether or not the
registration is an underwritten registration:

(c) in connection with any underwritten offering,
to obtain so-called "cold comfort" letters and updates thereof
from the Company's independent certified public accountants
addressed to the selling Holders of Registrable Securities and
the underwriters, if any, such letters to be in customary form
and covering matters of the type customarily covered in "cold

17
20

comfort" letters to underwriters in connection with similar
underwritten offerings;

the foregoing to be done upon each closing under any underwriting or
similar agreement as and to the extent required thereunder and from
time to time as may reasonably be requested by any selling Holder of
Registrable Securities in connection with the disposition of
Registrable Securities pursuant to such Shelf Registration Statement,
all in a manner consistent with customary industry practice;

(xvi) upon execution and delivery of such confidentiality
agreements as the Company may reasonably request, make available to
the Holders of the Registrable Securities being sold, any underwriter
participating in any disposition pursuant to such Shelf Registration
Statement, and any attorney or accountant retained by such Holders or
underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in
connection with the registration, at such time or times as the Person
requesting such information shall reasonably determine;

(xvii) otherwise use its best efforts to comply with the
Securities Act, the Exchange Act, all applicable rules and regulations
of the SEC and all applicable state blue sky and other securities
laws, rules and regulations, and make generally available to its
security holders, as soon as practicable, an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act;

18
21

(xviii) cooperate and assist in any filings required to be
made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any "qualified independent
underwriter" that is required to be retained in accordance with the
rules and regulations of the NASD); and

(xix) prior to the filing of any document which is being
prepared for incorporation by reference into the Registration
Statement or the Prospectus, upon receipt of such confidentiality
agreements as the Company may reasonably request, provide copies of
such document to counsel to the selling Holders of Registrable
Securities, and to the managing underwriter(s), if any, and make the
Company's representatives available for discussion of such document.

(c) Covenants of Holders. In connection with and as a
condition to the Company's obligations with respect to the Shelf Registration
Statement pursuant to this Section 3, each Holder covenants and agrees that (i)
upon receipt of any notice from the Company contemplated by Section 3(b)(iv)
(in respect of the occurrence of an event contemplated by clause (f) of Section
3(b)(iv)), such Holder shall not offer or sell any Registrable Securities
pursuant to the Shelf Registration Statement until such Holder receives copies
of the supplemented or amended Shelf Prospectus contemplated by Section
3(b)(xii) hereof and receives notice that any post-effective amendment has
become effective, and, if so directed by the Company, such Holder will deliver
to the Company (at the expense of the Company) all copies in its possession,
other than permanent file copies then in such Holder's possession, of the Shelf
Prospectus as amended or supplemented at the time of receipt of such notice;
(ii) such Holder and any of its officers, directors or affiliates, if any, will
comply with the provisions of Rule 10b-6 and 10b-7 under the Exchange Act as
applicable to them in connection with sales of Registrable Securities pursuant
to the Shelf Registration Statement; and (iii) such Holder and any of its
officers, directors or affiliates, if any, will comply with the prospectus
delivery requirements of the Securities Act as applicable to them in connection
with sales of Registrable Securities pursuant to the Shelf Registration
Statement.

(d) Mechanics of Shelf Registration. Each registration
effected pursuant to this Section 3 shall be effected by the filing of a Shelf
Registration Statement on Form S-1 or Form S-3 (provided that if Form S-3 is
used the Shelf Prospectus shall contain the information that would have been
required to be included therein had Form S-1 been used), unless the use of a
different form has been agreed upon in writing by the Required Holders;
provided, however, that if the intended method of disposition by the requesting
Holders is to be an underwritten

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22

offering, the Company shall use such form of Registration Statement as is
acceptable to the underwriter(s). Whenever a registration requested by one or
more Holders pursuant to this Section 3 is for an underwritten offering, only
Registrable Securities which are to be distributed by the underwriters may be
included in such registration, without the written consent of the Required
Holders.

(e) Blackout Period. The Company shall be entitled to (i)
postpone for not more than 45 days the filing of the Shelf Registration
Statement otherwise required to be prepared and filed by the Company pursuant
to Section 3, or (ii) elect that the Shelf Registration Statement not be
usable, for a reasonable period of time, but not in excess of 45 days (a
"Blackout Period"), if the Company determines in good faith that the
registration and distribution of Registrable Securities (or the use of the
Shelf Registration Statement or related Shelf Prospectus) would interfere with
any pending material financing, acquisition or corporate reorganization or
similar transaction involving the Company or any of its subsidiaries because it
would require premature disclosure thereof and promptly gives the Holders of
Registrable Securities written notice of such determination, containing a
general statement of the reasons for such postponement or restriction on use
and an approximation of the anticipated delay; provided, however, that the
aggregate number of days included in all Blackout Periods during any
consecutive 12 months shall not exceed 90 days.

(f) Holdback Agreement. Subject to the provisions of
this sentence becoming effective in accordance with the immediately following
sentence, if (i) the Company shall file a registration statement (other than in
connection with the registration of securities issuable pursuant to an employee
stock option, stock purchase or similar plan or pursuant to a merger, exchange
offer or a transaction of the type specified in Rule 145(a) under the
Securities Act) with respect to its Common Stock and (ii) with reasonable prior
notice, the managing underwriter or underwriters advises the Company in writing
(in which case the Company shall notify the Holders) that a public sale or
distribution of Registrable Securities would adversely impact such offering,
then each Holder of Registrable Securities shall, to the extent not
inconsistent with applicable law, refrain from effecting any public sale or
distribution of Registrable Securities during the 10-day period prior to, and
during the 90-day period beginning on, the effective date of such registration
statement. The provisions set forth in the preceding sentence shall not become
effective until the Company shall have entered into agreements with the holders
of at least two-thirds of the shares entitled to registration rights pursuant
to the World Registration Rights Agreement providing that (i) such holders
agree to waive any priority to which they are entitled over the

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23

Holders in connection with the exercise of incidental or piggyback registration
rights and instead agree that in connection with any reductions in the shares
entitled to participate in an underwritten offering such holders under the
World Registration Rights Agreement, the Holders and any other holders entitled
to an equal priority with the Holders will bear such reductions on a pro rata
basis based on the number of shares held by each such Person, and (ii) such
holders agree to a holdback agreement on terms no less favorable to the Company
than set forth in the preceding sentence.

SECTION 4. Registration Expenses.

(a) All expenses incident to the Company's performance of
or compliance with its obligations under this Agreement (excluding underwriting
discounts, selling commissions and brokerage fees, which will be paid by the
selling Holders) will be paid by the Company, regardless of whether Registrable
Securities are sold pursuant to any Registration Statement or Shelf
Registration Statement, including, without limitation:

(i) all registration, filing and listing fees;

(ii) fees and expenses of compliance with securities or
blue sky laws (including, without limitation, the fees and
disbursements of counsel for the underwriters, if any, or selling
Holders in connection with blue sky and state securities
qualifications of Registrable Securities and determination of their
eligibility for investment under the laws of such jurisdictions as the
managing underwriter(s), if any, or the Required Holders of the
Registrable Securities covered by such Registration Statement or Shelf
Registration Statement may reasonably designate);

(iii) printing (including, without limitation, expenses
of printing or engraving certificates for the Registrable Securities
in a form eligible for deposit with Depository Trust Company and of
printing prospectuses), messenger, telephone and delivery expenses;

(iv) fees and disbursements of counsel for the Company
and, subject to Section 4(b), counsel for the selling Holders of the
Registrable Securities;

(v) fees and disbursements of all independent
certified public accountants of the Company (including, without
limitation, the expenses of any special audit and, in connection with
any underwritten offering, "cold

-21-
24

comfort" letters required by or incident to such performance);

(vi) Securities Act liability insurance if the Company
so desires or if the managing underwriters, if any, so require(s);

(vii) fees and expenses of other Persons (including
special experts) retained by the Company; and

(viii) fees and expenses associated with any NASD filing
required to be made in connection with any Registration Statement or
Shelf Registration Statement, including, if applicable, the fees and
expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained in accordance with the rules and
regulations of the NASD.

The Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the securities to
be registered on each securities exchange on which securities of the same class
are then listed or the qualification for trading of the securities to be
registered in each inter-dealer quotation system in which securities of the
same class are then traded, and rating agency fees.

(b) In connection with each Registration Statement or
Shelf Registration Statement required hereunder, the Company will reimburse the
Holders of Registrable Securities being registered pursuant to such
Registration Statement or Shelf Registration Statement for the reasonable fees
and disbursements of not more than one counsel chosen by the Required Holders
of the Registrable Securities being sold; the expense of any additional counsel
for the Holders shall be paid by the Holders.

(c) The term "Registration Expenses" shall mean the
expenses payable by the Company pursuant to the provisions of this Section 4.

SECTION 5. Conditions to Registration.

Each Holder's right to have Registrable Securities included in any
Registration Statement or Shelf Registration Statement filed by the Company in
accordance with the provisions of Section 2 or Section 3 shall be subject to
the following conditions:

(a) The Holders on whose behalf such Registrable
Securities are to be included shall be required to furnish the

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25

Company in a timely manner with all information required by the applicable
rules and regulations of the SEC concerning the proposed method of sale or
other disposition of such securities, the identity of and compensation to be
paid to any proposed underwriters to be employed in connection therewith, and
such other information as may be reasonably required by the Company properly to
prepare and file such Registration Statement or Shelf Registration Statement in
accordance with applicable provisions of the Securities Act;

(b) If any such Holder desires to sell and distribute
Registrable Securities over a period of time, or from time to time, at then
prevailing market prices, then any such Holder shall execute and deliver to the
Company such written undertakings as the Company and its counsel may reasonably
require in order to assure full compliance with relevant provisions of the
Securities Act and the Exchange Act;

(c) In the case of any registration requested pursuant to
the provisions of Section 2, the offering price for any Registrable Securities
to be so registered shall be no less than for any securities of the same class
then to be registered for sale for the account of the Company or other security
holders, unless such Registrable Securities are to be offered from time to time
based on the prevailing market price;

(d) Upon receipt of any notice from the Company of the
happening of any event of the kind described in paragraph (xi) of Section 2(b)
or paragraph (xii) of Section 3(b), such Holder will forthwith discontinue
disposition of Registrable Securities until such Holder's receipt of the copies
of the supplemented Prospectus contemplated by such paragraph, or until it is
advised in writing by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus, and, if so directed by
the Company, such Holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice; and

(e) In the case of any underwritten offering on behalf of
the Holders of Registrable Securities, such Holders will enter into such
agreements (including underwriting agreements and lock-up agreements) as the
managing underwriters shall reasonably request and as are customary in similar
circumstances.

SECTION 6. Indemnification.

(a) Indemnification by the Company. In the event of the
registration of any Registrable Securities under the

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26

Securities Act pursuant to the provisions hereof, the Company will indemnify
and hold harmless the seller of such Registrable Securities, its partners,
directors, officers, employees and agents, each underwriter, broker and dealer,
if any, who participates in the offering or sale of such securities, and each
other Person, if any, who controls such seller or any such underwriter, broker
or dealer within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (each such Person being hereinafter sometimes
referred to as an "Indemnified Person", provided that for purposes of clauses
(b), (c) and (d) of this Section 6 "Indemnified Person" shall include the
Company, its partners, directors, officers, employees and agents, and each
other Person, if any who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act) from and
against any losses, claims, damages, liabilities or expenses, joint or several,
to which such indemnified Person may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained or incorporated by reference in any Registration Statement,
Shelf Registration Statement, Prospectus or Shelf Prospectus or any amendment
or supplement thereto, or any document incorporated by reference therein, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such Indemnified
Person for any legal or other expenses reasonably incurred by such Indemnified
Person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability (i) arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made or incorporated by
reference in the Registration Statement, Shelf Registration Statement,
Prospectus or Shelf Prospectus or any amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such Indemnified Person for use in preparation thereof or (ii)
arises out of the use of any Prospectus or Shelf Prospectus by an Indemnified
Party after the Company has provided such Indemnified Party with the notice and
supplement referred to in Section 2(b)(xi) or Section 3(b)(xii) if such
Prospectus or Shelf Prospectus is the subject of such notice. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such Indemnified Person and shall survive the transfer of such
Registrable Securities by such seller.

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27

(b) Indemnification by Holders of Registrable Securities.
In the event of the registration of any Registrable Securities under the
Securities Act pursuant to the provisions hereof, each Holder on whose behalf
such Registrable Securities shall have been registered will indemnify and hold
harmless each and every Indemnified Person against any losses, claims, damages
or liabilities, joint or several, to which such Indemnified Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained or incorporated by reference in any
Registration Statement, Shelf Registration Statement, Prospectus or Shelf
Prospectus or any amendment or supplement thereto or any document incorporated
by reference therein, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which untrue statement
or alleged untrue statement or omission or alleged omission has been made or
incorporated therein in reliance upon and in conformity with written
information furnished to the Company by such Holder specifically stating that
it is for use in preparation thereof, and will reimburse each such Indemnified
Person for any legal and other expenses reasonably incurred by such Indemnified
Person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the liability of each
Holder hereunder shall be limited to the proceeds received by such Holder from
the sale of Registrable Securities covered by such Registration Statement or
Shelf Registration Statement.

(c) Procedure. Promptly after receipt by an Indemnified
Person of notice of the commencement of any action (including any governmental
investigation or inquiry), such Indemnified Person will, if such Indemnified
Person intends to make a claim in respect thereof against the party agreeing to
indemnify such Indemnified Person pursuant to paragraphs (a) or (b) hereof
(each such Person being hereinafter referred to as an "Indemnifying Person"),
give written notice to such Indemnifying Person of the commencement thereof,
but the omission so to notify the Indemnifying Person shall not relieve the
Indemnifying Person from any of its obligations pursuant to the provisions of
this Section 6 except to the extent that the Indemnifying Person is actually
prejudiced by such failure to give notice. In case any such action is brought
against any Indemnified Person and it notifies an Indemnifying Person of the
commencement thereof, the Indemnifying Person shall be entitled to participate
in, and to the extent that it may wish, jointly with any other Indemnifying
Person similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Person, and after notice from the
Indemnifying Person to such Indemnified Person, the Indemnifying Person shall
not, except as hereinafter

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28

provided, be responsible for any legal or other expenses subsequently incurred
by such Indemnified Person in connection with the defense thereof. No
Indemnifying Person will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Person of a release from all
liability in respect of such claim or litigation.

Such Indemnified Person shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be the expense of such Indemnified
Person unless (a) the Indemnifying Person has agreed to pay such fees and
expenses or (b) the Indemnifying Person shall have failed to assume the defense
of such action or proceeding or has failed to employ counsel reasonably
satisfactory to such Indemnified Person in any such action or proceeding or (c)
the named parties to any such action or proceeding (including any impleaded
parties) include both such Indemnified Person and the Indemnifying Person and
such Indemnified Person shall have been advised by counsel that representation
of both parties by the same counsel would be inappropriate due to actual or
potential material differing interests between them (in which case, if such
Indemnified Person notifies the Indemnifying Person in writing that it elects
to employ separate counsel at the expense of the Indemnifying Person, the
Indemnifying Person shall not have the right to assume the defense of such
action or proceeding on behalf of such Indemnified Person). The Indemnifying
Person shall not be liable for any settlement of any such action or proceeding
effected without its written consent, which consent shall not unreasonably be
withheld, delayed or conditioned, but if settled with its written consent, or
if there is a final judgment for the plaintiff in any such action or
proceeding, the Company agrees to indemnify and hold harmless such Indemnified
Persons from and against any loss or liability by reason of such settlement or
judgment.

(d) Contribution. If the indemnification provided for in
this Section 6 is unavailable to a party that would have been an Indemnified
Person under this Section 6 in respect of any losses, claims, damages,
liabilities or expenses (or actions in respect thereof) referred to herein,
then each party that would have been an Indemnifying Person thereunder shall,
in lieu of indemnifying such Indemnified Person, contribute to the amount paid
or payable by such Indemnified Person as a result of such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Person on the one hand and the Indemnified Person on the other in connection
with the statement or omission which resulted in such losses, claims, damages,
liabilities or expenses (or actions in respect thereof), as well as any other
relevant equitable considerations. The

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29

relative fault 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 of a material fact relates to information supplied by the
Indemnifying Person or the Indemnified Person and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 6(c), any
legal or other fees or expenses reasonably incurred by such party in connection
with the investigation or defense of any action or claim. The Company and each
Holder of Registrable Securities agrees that it would not be just and equitable
if contribution pursuant to this Section 6 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 6. Notwithstanding
the provisions of this Section 6(d), no Holder of Registrable Securities shall
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by it exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

Indemnification or, if appropriate, contribution, similar to that
specified in the preceding provisions of this Section 6 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification of
such securities under any federal or state law or regulation or governmental
authority other than the Securities Act.

In the event of any underwritten offering of Registrable Securities
under the Securities Act pursuant to the provisions of Section 2 or Section 3,
the Company and each Holder on whose behalf such Registrable Securities shall
have been registered agree to enter into an underwriting agreement, in standard
form, with the underwriters, which underwriting agreement may contain
additional provisions with respect to indemnification and contribution in lieu
thereof.

SECTION 7. Exchange Act Registration; Rule 144 Reporting.

The Company covenants and agrees that until such time as the Holders
no longer hold any Registrable Securities it will:

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30

(a) if required by law, maintain an effective
registration statement (containing such information and documents as the SEC
shall specify) with respect to the Common Stock of the Company under Section
12(g) of the Exchange Act;

(b) make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act, at all
times after the effective date that the Company becomes subject to the
reporting requirements of the Securities Act or the Exchange Act (even if the
Company subsequently ceases to be subject to such reporting requirements);

(c) file with the SEC in a timely manner all reports and
documents required of the Company under the Securities Act and the Exchange
Act;

(d) furnish to any Holder promptly upon request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (and any similar or successor rules) and of the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company (beginning after the Company becomes subject to
such reporting requirements), and (iii) such other reports and documents of the
Company and other information in the possession of or reasonably attainable by
the Company as such Holder may reasonably request in availing itself of any
rule or regulation of the SEC allowing such Holder to sell any such securities
without registration; and

(e) take such further action as any Holder of Registrable
Securities may from time to time reasonably request to enable such Holder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the SEC.

The Company represents and warrants that such registration statement
or any information, document or report filed with the SEC in connection
therewith or any information so made public shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements contained therein
not misleading. The Company agrees to indemnify and hold harmless (or to the
extent the same is not enforceable, make contribution to) the Holders, their
partners, officers, directors, employees and agents, each broker, dealer or
underwriter (within the meaning of the Securities Act) acting for any Holder in
connection with any offering or sale by such Holder of Registrable Securities
or any Person controlling (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) such Holder and any such
broker, dealer or underwriter from and against any and

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all losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arising out of or resulting from any breach of the foregoing
representation or warranty, all on terms and conditions comparable to those set
forth in Section 6.

SECTION 8. Limitation on Registration Rights of Others.

The Company represents and warrants that, except as set forth on
Schedule I to this Agreement, it has not granted to any Person the right to
request or require the Company to register any securities issued by the
Company. The Company covenants and agrees that after the date hereof, so long
as any Holder holds any Warrant Securities, Term Notes, Series B Special
Preferred Stock or Common Stock issuable upon conversion of Series B Special
Preferred Stock, the Company will not, directly or indirectly, grant to any
Person (except as provided in Section 3(a) hereof) or agree to or otherwise
become obligated in respect of (a) any registration rights of securities of the
Company upon the demand of any Person (including any shelf registration)
without the prior written consent of the Required Holders; or (b) rights of
registration in the nature or substantially in the nature of those set forth in
Section 2 unless such rights are expressly subject and subordinated to the
rights of registration of the Holders pursuant to Section 2 hereof on terms
reasonably satisfactory to the Required Holders.

SECTION 9. Mergers, etc.

In addition to any other restrictions on mergers, consolidations and
reorganizations contained in the Credit Agreement, the Warrant Agreement or in
the certificate of incorporation, by-laws or agreements of the Company, the
Company covenants and agrees that it shall not, directly or indirectly, enter
into any merger, consolidation or reorganization in which the Company shall not
be the surviving corporation and in which the Holders shall not have had the
right to receive cash for all their Registrable Securities, unless the
surviving corporation shall, prior to such merger, consolidation or
reorganization, agree in a writing satisfactory in form, scope and substance to
the Required Holders to assume the obligations of the Company under this
Agreement, and for such purpose references hereunder to "Registrable
Securities" shall be deemed to include the securities which such Holders would
be entitled to receive in exchange for Registrable Securities pursuant to any
such merger, consolidation or reorganization.

If, and as often as, there are any changes in the Registrable
Securities by way of stock split, stock dividend, combination or
classification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustments shall be made
in the provisions hereof as may be

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32

required, so that the rights and privileges granted hereby shall continue with
respect to the Registrable Securities as so changed.

SECTION 10. Notices, etc.

All notices, consents, approvals, agreements and other communications
provided hereunder shall be in writing or by telex or telecopy and shall be
sufficiently given to the Purchasers, the Holders and the Company if addressed
or delivered to them at the following addresses:

If to ING: Internationale Nederlanden
(U.S.) Capital Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Credit Officer
Telecopier No.: (000) 000-0000

with copies to: Internationale Nederlanden
(U.S.) Capital Corporation
000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000

and to: King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
Telecopier No.: (000) 000-0000

If to Cerberus: Cerberus Partners, L.P.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000

with a copy to: Xxxxxxxxxx, Sandler, Kohl,
Xxxxxx & Xxxxxx
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopier No.: (000) 000-0000

If to any other Holder: At its last known address appearing on the
books of the Company maintained for such
purpose

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33

If to the Company: PhoneTel Technologies, Inc.
450 Statler Office Tower
00000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Chief Executive Officer
Telecopier No.: (000) 000-0000

with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopier No.: (000) 000-0000

or at any such other address as any party may designate to any other party by
written notice.

All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when received
if deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when transmission is verified, if telecopied; and on the next business
day, if timely delivered to an air courier guaranteeing overnight delivery.

SECTION 11. Entire Agreement.

The parties hereto agree that this Agreement and the agreements
specifically referred to in Section 33 of the Warrant Agreement constitute the
entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings between them as to such
subject matter; and there are no restrictions, agreements, arrangements, oral
or written, between any or all of the parties relating to the subject matter
hereof which are not fully expressed or referred to herein or therein.

SECTION 12. Waivers and Further Agreements.

Any waiver of any terms or conditions of this Agreement shall not
operate as a waiver of any other breach of such terms or conditions or any
other term or condition, nor shall any failure to enforce any provision hereof
operate as a waiver of such provision or of any other provision hereof;
provided, however, that no such written waiver unless it by its own terms
explicitly provides to the contrary, shall be construed to effect a continuing
waiver of the provision being waived and no such waiver in any instance shall
constitute a waiver in any other instance or for any other purpose or impair
the right of the party against whom such waiver is claimed in all other
instances or for all other purposes to require full compliance with such
provision. Each of the parties hereto agrees to execute all such further

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34

instruments and documents and to take all such further action as the other
parties may reasonably require in order to effectuate the terms and purposes of
this Agreement.

SECTION 13. Amendments.

This Agreement may not be amended nor shall any waiver, change,
modification, consent or discharge be effected except by an instrument in
writing executed by or on behalf of the party or parties against whom
enforcement of any amendment, waiver, change, modification, consent or
discharge is sought; provided, however, that any waiver sought from the Holders
of any provision of this Agreement which affects the Holders generally, and any
action required to be taken by the Holders as a group pursuant to this
Agreement, shall be given or taken by the Required Holders, and any such waiver
or action so given or taken shall be binding on all Holders. No failure or
delay by any party in exercising any right or remedy hereunder shall operate as
a waiver thereof, and a waiver of a particular right or remedy on one occasion
shall not be deemed a waiver of any other right or remedy or a waiver of the
same right or remedy on any subsequent occasion.

SECTION 14. Assignment; Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal
representatives, successors and permitted assigns, including, without
limitation, any Holders, from time to time of the Registrable Securities.
Anything in this Agreement to the contrary notwithstanding, the term "Holders"
as used in this Agreement shall be deemed to include the registered Holders
from time to time of the Warrant Securities, the Term Notes, the Series B
Special Preferred Stock and Common Stock issuable upon conversion of the Series
B Special Preferred Stock.

SECTION 15. Severability.

If any provision of this Agreement shall be held or deemed to be, or
shall in fact be, invalid, inoperative or unenforceable as applied to any
particular case in any jurisdiction or jurisdictions, or in all jurisdictions
or in all cases, because any provision conflicts with any constitution,
statute, rule or public policy, or for any other reason, such circumstance
shall not have the effect of rendering the provision or provisions in question,
invalid, inoperative or unenforceable in any other jurisdiction or in any other
case or circumstance or of rendering any other provision or provisions herein
contained invalid, inoperative or unenforceable to the extent that such other
provisions are not themselves actually in conflict with such constitution,
statute, rule or public policy, but this Agreement shall be reformed and
construed in any such jurisdiction or case

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35

as if such invalid, inoperative or unenforceable provision had never been
contained herein and such provision reformed so that it would be valid,
operative and enforceable to the maximum extent permitted in such jurisdiction
or in such case.

SECTION 16. Counterparts.

This Agreement may be executed in two or more counterparts (each of
which need not be executed by each of the parties), each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument, and in pleading or proving any provision of this Agreement, it
shall not be necessary to produce more than one such counterpart.

SECTION 17. Section Headings.

The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.

SECTION 18. Gender; Usage.

Whenever used herein the singular number shall include the plural, the
plural shall include the singular, and the use of any gender shall include all
genders. The words "hereof," "herein" and "hereunder," and words of similar
import, when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement.

SECTION 19. Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN THE CONFLICTS OF
LAWS PRINCIPLES THEREOF.

SECTION 20. Termination.

The rights of any Holder under Sections 2 and 3 of this Agreement
shall terminate as to any Registrable Securities when such Registrable
Securities have been effectively registered under the Securities Act and sold
pursuant to a Registration Statement or Shelf Registration Statement covering
such Registrable Securities. The indemnification and contribution provisions
of Sections 6 and 7 shall survive any termination of this Agreement.

SECTION 21. Expenses.

The Company shall be obligated to pay to the Holders, on demand, all
costs and expenses (including, without limitation, court costs and attorneys'
fees and expenses and interest to the extent permitted by applicable law on
overdue amounts) paid or

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36

incurred in collecting any sums due from, or enforcing any other obligations
of, the Company.

SECTION 22. Specific Performance.

The Company recognizes that the rights of the Holders under this
Agreement are unique and, accordingly, the Holders shall, in addition to such
other remedies as may be available to any of them at law or in equity, have the
right to enforce their rights hereunder by actions for injunctive relief and
specific performance to the extent permitted by law. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at
law would be adequate. This Agreement is not intended to limit or abridge any
rights of the Holders which may exist apart from this Agreement.

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

PHONETEL TECHNOLOGIES, INC.

By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
Chairman and
Chief Executive Officer

INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION

By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
Managing Director

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CERBERUS PARTNERS, L.P.

By: Cerberus Associates, L.P.,
its general partner

By: /s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx
General Partner

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