<PAGE>

                                                                    EXHIBIT 10.4

VIA FACSIMILE AND U.S. MAIL

                               February 19, 2002

Board of Directors
PHONETEL TECHNOLOGIES, INC.
North Point Tower, 7th Floor
1001 Lakeside Avenue
Cleveland, Ohio  44114-1195

Board of Directors
DAVEL COMMUNICATIONS, INC.
10120 Windhorst Road
Tampa, Florida 33619

Re:  Proposed Combination of PhoneTel and Davel -Debt Restructure Commitment
     -----------------------------------------------------------------------

Ladies and Gentlemen:

     This commitment letter is directed to the board of directors of PhoneTel
Technologies, Inc. ("PhoneTel") and the board of directors of Davel
Communications, Inc. ("Davel") (the "Boards") with respect to the proposed
strategic combination (the "Davel/PhoneTel Combination") of PhoneTel and Davel,
which strategic combination includes (i) the merger of PT Merger Corp., a wholly
owned subsidiary of Davel with and into PhoneTel (the "PhoneTel Merger"), with
PhoneTel surviving as a wholly owned subsidiary of Davel, and (ii) the
restructuring of the existing secured indebtedness of Davel and PhoneTel to be
accomplished in connection with the Davel/PhoneTel Combination, which
restructuring includes the consummation of a merger (the "Davel Merger" and,
together with the PhoneTel Merger, the "Mergers"), immediately prior to the
PhoneTel Merger, of DF Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Davel Financing ("D Sub"), with and into Davel Financing L.L.C., a
Delaware limited liability company and a wholly owned subsidiary of Davel
("Davel Financing", and together with D Sub, the "Davel Subsidiaries"), with
Davel Financing surviving as a wholly owned subsidiary of Davel.  In the Davel
Merger, shares of Davel common stock will be issued to the shareholders of D
Sub.  The Mergers will be governed by a single merger agreement to be dated as
of the date hereof (the "Merger Agreement"), which shall be in form and
substance reasonably satisfactory to the PhoneTel Lenders (as defined below) and
to the Davel Lenders (as defined below).

     Foothill Capital Corporation is the Agent to the financial institutions
(collectively, the "PhoneTel Lenders") that are signatories to that certain Loan
and Security Agreement dated as of November 17, 1999, between the PhoneTel
Lenders and PhoneTel (together with the security
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 2


agreements and other documents executed and delivered in connection therewith by
PhoneTel and its subsidiaries in favor of the PhoneTel Lenders, the "PhoneTel
Loan Documents"). PNC Bank N.A. is the Agent to the financial institutions
(collectively the "Davel Lenders" and collectively with the PhoneTel Lenders,
the "Lenders") that are signatories to that certain Credit Agreement dated as of
December 23, 1998, between the Davel Lenders and Davel and various subsidiaries
of Davel (together with the security agreements and other documents and
amendments executed and delivered in connection therewith by Davel and its
subsidiaries in favor of the Davel Lenders, the "Davel Loan Documents").

     Both Davel and PhoneTel have obtained further financing from Madeleine
L.L.C. and ARK CLO 2000-1, Limited (the "Senior Lenders") secured by liens and
security interests senior in priority to those of Lenders (the "Senior
Facility").

     In accordance with our recent discussions, Lenders are pleased to issue
this financial restructuring commitment to the Boards.  Subject to the
satisfactory completion of each of the conditions contained herein, each of the
undersigned Lenders agrees to the following financial restructuring:

I.   PHONETEL DEBT FOR EQUITY EXCHANGE

     On the Closing Date (as defined in the Merger Agreement), immediately prior
     to the PhoneTel Effective Time and the Davel Effective Time (as such terms
     are defined in the Merger Agreement), and subject to the completion of the
     Mergers, the obligations of PhoneTel to the PhoneTel Lenders would be
     reduced to a principal amount of $36,500,000 in exchange for the PhoneTel
     Lenders receiving 112,246,511 shares of common stock of PhoneTel (equal to
     87% of all PhoneTel common stock on a pre-Mergers fully diluted basis,
     assuming the deemed reservation of 4% of PhoneTel common stock to be issued
     in respect of stock options and warrants of PhoneTel from and after the
     date of the exchange).

II.  DAVEL DEBT FOR EQUITY EXCHANGE

     On the Closing Date, immediately prior to the PhoneTel Effective Time and
     the Davel Effective Time, and subject to the completion of the Mergers,
     pursuant to an agreement among the Davel Lenders, the PhoneTel Lenders,
     Davel, Davel Financing, D Sub, PhoneTel and Cherokee (as defined below)
     dated as of the date hereof (the "Exchange Agreement"), the obligations of
     Davel Financing to the Davel Lenders, which are fully guaranteed by, among
     others, Davel, would be reduced to a principal amount of $63,500,000 in
     exchange for the Davel Lenders receiving from Davel Financing 100% of the
     outstanding shares of common stock of D Sub.  The sole asset of D Sub would
     be a note issued by Davel Financing in an aggregate principal amount equal
     to $342,551.46.
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 3


III. THE MERGERS AND THE EQUITY CONVERSIONS

     At the PhoneTel Effective Time, all of the PhoneTel common stock of the
     PhoneTel Lenders will, pursuant to the PhoneTel Merger, be automatically
     converted into 31.76% (after giving effect to the Davel Equity Conversion
     defined below) of all common stock plus stock options and warrants of Davel
     issued and outstanding at such time (the "PhoneTel Equity Conversion").

     At the Davel Effective Time, all of the D Sub common stock of the Davel
     Lenders will, pursuant to the Davel Merger, be automatically converted into
     59.06% (after giving effect to the PhoneTel Equity Conversion) of all
     shares of common stock plus stock options and warrants of Davel issued and
     outstanding at such time (the "Davel Equity Conversion").

IV.  CROSS-ASSIGNMENT OF DEBT AMONG LENDERS

     On the Closing Date, the PhoneTel Lenders would assign 63.5% of the
     $36,500,000 of the reduced PhoneTel debt to the Davel Lenders on a pro rata
     basis according to the interest each Davel Lender has in the Davel debt
     owing to the Davel Lenders.  On the Closing Date, the Davel Lenders would
     assign 36.5% of the $63,500,000 of the reduced Davel  debt to the PhoneTel
     Lenders on a pro rata basis according to the interest each PhoneTel Lender
     has in the PhoneTel debt owing to the PhoneTel Lenders.

V.   CROSS-ASSUMPTION OF DEBT AMONG BORROWERS

     On the Closing Date, PhoneTel would assume the obligations owing by Davel
     and its subsidiaries to the Lenders and would confirm that the liens and
     security interests in the assets of PhoneTel secure the obligations owing
     by Davel and its subsidiaries to the Lenders.  On the Closing Date, Davel
     would assume the obligations owing by PhoneTel to the Lenders and would
     confirm that the liens and security interests in the assets of Davel and
     its subsidiaries secure the obligations owing by PhoneTel to the Lenders.
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 4


VI.  RESTRUCTURE OF $100 MILLION CREDIT FACILITY

     On the Closing Date, PhoneTel, PhoneTel's subsidiary Cherokee
     Communications, Inc. ("Cherokee"), Davel and the Davel Subsidiaries
     (hereinafter collectively referred to as the "Borrowers") and the Lenders
     would enter into definitive documentation for the restructured credit
     facility described below which would amend and restate the PhoneTel Loan
     Documents and Davel Loan Documents and consolidate such agreements into a
     unitary set of loan and security agreements, which, among other things,
     would confirm that each Borrower would thereafter be jointly and severally
     liable to Lenders for the indebtedness outstanding thereunder, which
     definitive documentation would provide for the following terms and
     conditions, among others:

     A.   Appointment of Foothill as Agent. Foothill Capital Corporation would
          --------------------------------
     be appointed by Borrowers and Lenders as the agent ("Agent") for the
     Lenders pursuant to agency provisions contained in Foothill's standard loan
     documentation and acceptable to Foothill and the Lenders.

     B.   Term Loans. On the Closing Date, both of the existing credit
          ----------
     facilities would be amended and restated as two term loans (the "Term
     Loans"):  (i) a $50 million principal amount cash-pay term loan ("Term Loan
     A") with interest to be payable in kind monthly through May 31, 2003, and
     thereafter to be paid monthly in cash from a required payment of $1,250,000
     commencing on July 1, 2003, with such payment increasing to $1,500,000 with
     the payment due and owing on January 1, 2005, which amount will be applied
     first to interest and fees owing, with the balance applied to principal,
     with such payments continuing until and including the Maturity Date (as
     defined below) on which date the unpaid balance of Term Loan A and any
     accrued and unpaid interest would be due and payable in full; and (ii) a
     $50 million principal amount payment-in-kind term loan (the "PIK Term
     Loan") to be repaid in full on the Maturity Date, subject to earlier
     repayment as set forth below from Excess Cash Flow of Borrowers.

     C.   Interest Rates. Amounts outstanding under the Term Loans would accrue
          --------------
     interest from and after the Closing Date at the rate of ten (10%) percent
     per annum, calculated based upon a year of 360 days for actual days
     elapsed.  Interest on the PIK Term Loan would accrue from the Closing Date
     and would be payable in kind.  All interest payable in kind would be added
     to the principal amount of the respective Term Loan on a monthly basis and
     thereafter treated as principal for all purposes (including the accrual of
     interest upon such amounts).  Upon the occurrence and during the
     continuation of an Event of Default, all interest would be increased by 4
     percentage points above the per annum rate otherwise applicable thereto.
     All collections received by Borrower would be subject to a two (2) business
     day clearance charge for the sole and separate account of Agent.
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 5


     D.   Lockbox Collections. After the occurrence of an Event of Default, and
          -------------------
     after payment of the Senior Facility in full, Lenders would have the non-
     exclusive right and remedy to require that Borrowers each establish one or
     more deposit accounts at financial institutions acceptable to Lenders and
     require Borrowers to direct all collections or other proceeds of collateral
     to the depository accounts, to be applied to reduce the balance of the Term
     Loans.  The terms and conditions of the agreements relative to such
     depository accounts would be acceptable to Lenders and would provide Agent
     with dominion and control over any funds deposited into such deposit
     accounts.

     E.   Closing Fee. Borrowers would agree to pay to Agent additional interest
          -----------
     on the Closing Date, for the ratable benefit of the Lenders, in the form of
     a fee (the "Closing Fee") in the amount of $1,000,000, which would be fully
     earned and non-refundable on the Closing Date.  In lieu of payment in cash,
     this additional interest shall be paid in the form of payment-in-kind
     interest that would be added to the principal amount of the PIK Term Loan
     on the Closing Date and thereafter treated as principal for all purposes
     (including the accrual of interest upon such amount).

     F.   Servicing Fee. Borrowers would agree to pay to Agent a fee (the
          -------------
     "Servicing Fee") for the sole and separate account of Agent of $30,000 per
     month for each month or portion thereof in which any amounts are
     outstanding on either of the Term Loans (including after the Maturity
     Date).  The Servicing Fee would be due and payable monthly in advance.

     G.   Agent and Lender Expenses. Borrowers would agree to reimburse Agent
          -------------------------
     for all of Agent's reasonable out-of-pocket costs and expenses relating to
     the establishment, negotiation, documentation and administration of this
     financing transaction, including, but not limited to, search fees, filing
     and recording fees, attorneys fees and expenses, other professional
     expenses, and financial examination and collateral appraisal fees and
     expenses (collectively, "Agent Expenses").  In addition, after the
     occurrence and during the continuation of an Event of Default, Borrowers
     would agree to reimburse the each Lender for its reasonable out-of-pocket
     costs and expenses incurred in connection with such default, including, but
     not limited to, attorneys fees and expenses and other professional
     expenses.  Without limiting the foregoing, Borrowers would be required to
     pay (a) a fee of $750 per day, per auditor, plus out-of-pocket expenses for
     each financial audit of Borrowers performed by personnel employed by Agent,
     (b) if implemented, a one time charge of $3,000 plus out-of-pocket expenses
     for expenses for the establishment of electronic collateral reporting
     systems, (c) a fee of $1,500 per day per appraiser, plus out-of-pocket
     expenses, for each appraisal of Borrowers' collateral performed by
     personnel employed by Agent, and (d) the actual charges paid or incurred by
     Agent if Agent elects to employ the services of one or more third parties
     to perform financial audits of Borrowers, to appraise Borrowers'
     collateral, or to assess Borrowers' business valuation.
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 6


     H.   Closing Date. The "Closing Date" would be a date on or before August
          ------------
     31, 2002, when all of the conditions precedent set forth herein and
     contained in the definitive documentation for the restructured credit
     facility have been satisfied or waived by the Lenders.  If the financial
     restructuring contemplated by this letter is not consummated on or before
     August 31, 2002, then, without any requirement of notice or other
     formality, no party hereto would have any obligation to pursue the
     financial restructuring outlined in this letter; provided, however, that
                                                      --------  -------
     prior thereto Borrowers agree to use their respective reasonable best
     efforts to cause the financial restructuring to be consummated on or before
     such date.

     I.   Maturity Date. The "Maturity Date" would be December 31, 2005.
          -------------
     Borrowers would have the right to prepay the Term Loans, in whole or in
     part, at any time, without penalty or premium.

     J.   Collateral. All obligations owed to Lenders would be secured by the
          ----------
     existing liens and security interests and would also be secured by a first
     priority perfected security interest (subject to the terms of that certain
     Intercreditor Agreement between Lenders and Senior Lenders, which provides,
     among other things, that the Senior Lenders will have liens and security
     interests senior in priority to those of Lenders) in all of Borrowers' and
     their subsidiaries' now owned or hereafter acquired property and assets,
     including, but not limited to, Borrower's inventory, accounts, equipment,
     real estate, chattel paper, documents, instruments, copyrights, trademarks,
     and patents and related rights, general intangibles, deposit accounts, cash
     and cash equivalents, and investment property (including interests in
     subsidiaries), together with all books and records relating to the
     foregoing, and all proceeds and products thereof (collectively, the
     "Collateral").  In addition, to the extent necessary to obtain first
     priority perfected security interests in the Collateral, Lenders shall
     receive such third party agreements or consents as Lenders may reasonably
     require.

     K.   Covenants. Borrowers would agree that any change of the composition of
          ---------
     its senior management team would require the written consent of Lenders.
     The definitive loan documentation would include other usual affirmative and
     negative covenants required by Lenders in similar credits, and in addition
     would contain the following financial covenants (all of which financial
     covenants would be calculated without reference to any payment-in-kind
     interest):
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 7


          1.   Minimum EBITDA. Borrowers will not permit their cumulative
               --------------
consolidated EBITDA for the periods set forth below, measured at the end of each
Fiscal Quarter, to be less than the amounts set forth opposite such period:

<TABLE>
<CAPTION>
     ====================================================================
                   Period                            Cumulative EBITDA
     --------------------------------------------------------------------
     <S>                                             <C>
     July 1, 2002 - September 30, 2002                   $ 5.8 million
     --------------------------------------------------------------------
     July 1, 2002 - December 31, 2002                    $13.3 million
     --------------------------------------------------------------------
     July 1, 2002 - March 31, 2003                       $16.7 million
     --------------------------------------------------------------------
     Four quarter period ending June 30, 2003            $21.6 million
     --------------------------------------------------------------------
     Four quarter period ending September 30, 2003       $21.3 million
     --------------------------------------------------------------------
     Four quarter period ending December 31, 2003        $18.6 million
     --------------------------------------------------------------------
     Four quarter period ending March 31, 2004           $17.9 million
     --------------------------------------------------------------------
     Four quarter period ending June 30, 2004            $17.1 million
     --------------------------------------------------------------------
     Four quarter period ending September 30, 2004       $16.3 million
     --------------------------------------------------------------------
     Four quarter period ending December 31, 2004        $15.5 million
     --------------------------------------------------------------------
     Four quarter period ending March 31, 2005           $15.9 million
     --------------------------------------------------------------------
     Four quarter period ending June 30, 2005            $16.2 million
     --------------------------------------------------------------------
     Four quarter period ending September 30, 2005       $16.4 million
     --------------------------------------------------------------------
     Four quarter period ending December 31, 2005        $16.6 million
     =====================================================================
</TABLE>
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 8


          2.   Minimum Adjusted EBITDA. Borrowers will not permit their
               -----------------------
cumulative consolidated EBITDA for the periods set forth below, measured at the
end of each Fiscal Quarter, adjusted to eliminate Regulatory Receipts (as
defined in the loan documents for the Senior Facility), to be less than the
amounts set forth opposite such period:

<TABLE>
<CAPTION>
     ====================================================================
                   Period                            Cumulative EBITDA
     --------------------------------------------------------------------
     <S>                                             <C>
     July 1, 2002 - September 30, 2002                   $ 3.6 million
     --------------------------------------------------------------------
     July 1, 2002 - December 31, 2002                    $ 6.6 million
     --------------------------------------------------------------------
     July 1, 2002 - March 31, 2003                       $ 8.7 million
     --------------------------------------------------------------------
     Four quarter period ending June 30, 2003            $12.3 million
     --------------------------------------------------------------------
     Four quarter period ending September 30, 2003       $12.8 million
     --------------------------------------------------------------------
     Four quarter period ending December 31, 2003        $13.3 million
     ====================================================================
</TABLE>

          3.   Limitation Upon Capital Expenditures. Borrowers will not permit
               ------------------------------------
their commitments for capital expenditures or the amounts paid and incurred for
capital expenditures to exceed $3,000,000 for any fiscal year.

          4.   Mandatory Prepayment. After payment in full of the Senior
               --------------------
Facility, Borrowers will prepay amounts owing on the PIK Term Loan from (a) the
net proceeds of any asset disposition and (b) the proceeds of any Regulatory
Receipts (as defined in the loan documents for the Senior Facility) received by
Borrowers that exceeds 120% of the amount set forth for such category in the
Budget (as defined in the loan documents for the Senior Facility).

          5.   Excess Cash Flow Sweep. After payment in full of the Senior
               ----------------------
Facility, Borrowers will prepay amounts owing on the PIK Term Loan from fifty
percent (50%) of quarterly Excess Cash Flow (as defined in the loan documents
for the Senior Facility).

     L.   Conditions Precedent. The following would be conditions precedent,
          --------------------
     among other usual conditions, to the obligation of Lenders to enter into
     the restructured credit facility:

          1.   Receipt by Agent of evidence that each Borrower is a corporation,
or with respect to Davel Financing L.L.C., a limited liability company, in good
standing in the jurisdiction of its incorporation and qualified to do business
in any other jurisdiction where such qualification is necessary or appropriate
to its business;
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 9


          2.   The Term Loans would need to be made pursuant to, and subject to,
the terms of restated and amended definitive loan agreements, and other
financing documents in form, scope and substance reasonably satisfactory to each
Lender (the "Loan Documents") executed and delivered by Borrowers on or prior to
the Closing Date. The Loan Documents would contain various representations,
warranties, and covenants (affirmative, reporting and negative) events of
default and other provisions as are customary, in Lenders' experience, for a
transaction of this type. The Loan Documents would include such guaranties and
pledges of collateral from any surviving or newly created affiliates of
Borrowers as Lenders deem necessary;

          3.   In addition to the Loan Documents, Borrowers shall have executed
and delivered, or caused to be executed and delivered, to Agent prior to the
Closing Date, restated and amended definitive security agreements, financing
statements, fixture filings, deeds of trust, mortgages, and chattel mortgages,
title insurance policies and endorsements, lock box and depositary account
agreements, copies of leases, landlord waivers, bailee agreements, and other
agreements affecting the Collateral, insurance certificates and endorsements,
and other documentation relative to the liens and security interest in the
Collateral as Lenders reasonably may request and in form, scope and substance
acceptable to each Lender (the "Security Documents"). Each of the Loan Documents
and the Security Documents (the "Documents") would be governed by the law of the
State of New York and would be in form and substance reasonably satisfactory to
Agent and its counsel;

          4.   Since the date hereof, no material adverse change shall have
occurred in any of Borrowers' financial condition, operations, business, assets,
or in the value of any Borrower's Collateral;

          5.   Receipt by Agent of such opinions of Borrowers' counsel and such
advice of Agent's local counsel as Agent reasonably requires, which opinions
and/or advice would be satisfactory to Agent and its counsel as to both form and
substance;

          6.   Payment of all accrued and unpaid Agent's Expenses;

          7.   Receipt by Agent of such documentation as is necessary and
appropriate, in the opinion of Agent's counsel, to continue the deep
subordination of the liens and security interests of Cerberus Partners L.P. in
the assets of PhoneTel;

          8.   Receipt by Lenders on or before February 19, 2002, of evidence
satisfactory to Lenders that the Merger Agreement has been executed by the
parties thereto;

          9.   Receipt by Lenders on or before February 19, 2002, of evidence
satisfactory to Lenders that the Senior Facility has closed and that Senior
Lenders have made commitments to lend no less than $10 million under the Senior
Facility;
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 10


          10.  Receipt by Lenders on or before February 19, 2002, of evidence
satisfactory to Lenders that the Exchange Agreement has been executed by the
parties thereto; and

          11.  Receipt by Agent of such documentation as is necessary and
appropriate, in the opinion of Agent's counsel, to confirm the consummation and
effectiveness of the Mergers and the other restructuring transactions described
in sections I through V above.

     M.   Brokers' Fees. Any brokerage commission or finder's fees payable in
          -------------
     connection with the financing arrangement outlined herein will be payable
     by Borrowers and not by Lenders.  Other than reasonable fees owed to
     Ladenburg Thalman & Co., the Borrowers represent and warrant to Lenders
     that they has not incurred any obligation for a brokerage commission or a
     finder's fee in connection with any of Borrowers' transactions with any of
     Lenders.  Borrowers agrees to indemnify, defend, and hold Lenders harmless
     from and against any claim of any broker or finder arising out of the
     financing arrangement outlined herein.

     N.   Complete Agreement; No Oral Modifications. This commitment letter
          -----------------------------------------
     embodies the entire agreement between the parties hereto with respect to
     the subject matter hereof and supersedes all prior proposals, negotiations,
     or agreements whether written or oral, relating to the subject matter
     hereof including any letter of intent.  This letter may not be modified,
     amended, supplemented, or otherwise changed, except by a document in
     writing signed by the parties hereto.

     O.   GOVERNING LAW; JURY WAIVER. THIS LETTER SHALL BE DEEMED TO HAVE BEEN
          --------------------------
     MADE IN THE STATE OF NEW YORK AND THE VALIDITY OF THIS LETTER, AND THE
     CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE
     PARTIES HERETO RELATING TO CLAIMS OR CAUSES OF ACTION ARISING IN CONNECTION
     HEREWITH SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  BORROWERS AND LENDERS
     HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
     ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR RESPECT TO THIS
     LETTER, OR IN ANY WAY RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
     HERETO WITH RESPECT TO THIS LETTER, OR THE TRANSACTIONS CONTEMPLATED
     HEREBY, IN EACH CASE WHETHER OR NOW OR HEREAFTER ARISING, IRRESPECTIVE OF
     WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.  BORROWERS AND LENDERS
     HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR
     PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY
     PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 11


     SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER
     PARTY HERETO TO WAIVE ITS RIGHT TO TRIAL BY JURY.

     If you wish to proceed on the basis outlined above, please execute this
letter in the space provided below and return it to the undersigned no later
than 5:00 p.m., California time, on or before February 19, 2002.  If you fail to
do so by such date and time, this letter shall expire automatically.  This
letter may be provided to the Boards and Borrowers prior to the execution of
this letter by all of the Lenders, however, this letter shall be of no force or
effect unless and until it is executed by each and every Lender.  This letter is
being provided to the Boards and Borrowers on a confidential basis and is not
for the benefit of, nor should it be relied upon by, any third party.

Sincerely,

FOOTHILL CAPITAL CORPORATION            FOOTHILL PARTNERS III, L.P.

By: /s/ Amy Lam                         By: /s/ Dennis R. Ascher
    -------------------------------         -------------------------------

Name:  Amy Lam                          Name:  Dennis R. Ascher
Title: Vice President                   Title: Managing Member


ABLECO FINANCE LLC, as Lender and
agent for its affiliate assigns

By: /s/ Kevin Genda
    -------------------------------

Name:  Kevin Genda
Title: Senior Vice President and
       Chief Credit Officer
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 12


PNC BANK, NATIONAL ASSOCIATION          ARK CLO 2000 I, LIMITED

By: /s/ Michael A. Valerio, Jr.         By: Patriarch Partners, LLC,
    -------------------------------         its Collateral Manager

Name:  Michael A. Valerio, Jr.
Title: Vice President                       By: /s/ Lynn Tilton
                                                ---------------------------

                                            Name:  Lynn Tilton
                                            Title: Authorized Signatory

U.S. BANK NATIONAL ASSOCIATION          BNP PARIBAS

By: /s/ David C. Larsen                 By: /s/ Edward V. Canale
    -------------------------------         -------------------------------

Name:  David C. Larsen                  Name:  Edward V. Canale
Title: Vice President                   Title: Managing Director

                                        By: /s/ Kathryn B. Quinn
                                            -------------------------------

                                        Name:  Kathryn B. Quinn
                                        Title: Vice President

HELLER FINANCIAL, INC.                  MORGAN STANLEY DEAN WITTER
                                        PRIME INCOME TRUST


By: /s/ Craig Thistlethwaite            By: /s/ Sheila Finnerty
    -------------------------------         -------------------------------

Name:  Craig Thistlethwaite             Name:  Sheila Finnerty
Title: Assistant Vice President         Title: Executive Director

CERBERUS PARTNERS, L.P.                 AMROC INVESTMENTS, LLC


By :  Cerberus Associates, L.L.C.,      By: /s/ Marc Lasry
      as General Partner                    -------------------------------

                                        Name:  Marc Lasry
      By: /s/ Stephen Feinberg          Title: Senior Managing Director
          -------------------------

      Name:  Stephen Feinberg
      Title: Managing Member
<PAGE>

Board of Directors of PhoneTel and Davel
February 19, 2002
Page 13


The foregoing terms and conditions are hereby accepted and agreed to as of
February  19, 2002.

PHONETEL TECHNOLOGIES, INC.             DAVEL COMMUNICATIONS, INC.

By: /s/ John D. Chichester              By: /s/ Bruce W. Renard
    -------------------------------         -------------------------------

Name:  John D. Chichester               Name:  Bruce W. Renard
Title: President and Chief Executive    Title: President
       Officer

DAVEL FINANCING COMPANY, L.L.C.         CHEROKEE COMMUNICATIONS, INC.


By: /s/ Bruce W. Renard                 By: /s/ John D. Chichester
    -------------------------------         -------------------------------

Name:  Bruce W. Renard                  Name:  John D. Chichester
Title: President                        Title: President and Chief Executive
                                               Officer