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                                                                   EXHIBIT 10.89



                 SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER
                 -----------------------------------------------


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (the "AMENDMENT"),
dated as of March 31, 1998, among PHONETEL TECHNOLOGIES, INC., an Ohio
corporation (the "BORROWER"), ING (U.S.) CAPITAL CORPORATION, a Delaware
corporation ("ING"), TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware
corporation ("TRANSAMERICA"), FINOVA CAPITAL CORPORATION, a Delaware corporation
("FINOVA"), and AMERICAN NATIONAL BANK, a national banking association
("AMERICAN"), constituting all of the Lenders under the Credit Agreement
referenced below, ING in its capacity as Agent for the Lenders and Transamerica
and Finova in their capacity as Co-Agents for the Lenders.

         RECITALS:
         ---------

         A. The Borrower, the Lenders, the Agent and the Co-Agents have entered
into a certain Credit Agreement, dated as of May 30, 1997, as amended by a
certain First Amendment to Credit Agreement dated as of February 24, 1998 (as so
amended, the "CREDIT AGREEMENT"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Credit
Agreement.

         B. The Borrower has requested that certain covenants and provisions in
the Credit Agreement be amended or waived as set forth herein.

         C. The Lenders are agreeable to amending the Credit Agreement on the
terms and conditions set forth herein.

         NOW, THEREFORE, the parties hereto agree as follows:

1.       AMENDMENT TO SECTION 6.2.4. Section 6.2.4 of the Credit Agreement is
         hereby amended by replacing subsections (b) and (d) of such Section
         with the following:

                  (b) DEBT TO EBITDA RATIO. The Borrower will not permit the
                  Debt to EBITDA Ratio of the Borrower and its Subsidiaries for
                  the twelve-month period ending on the last day of any Fiscal
                  Quarter to be more than the ratio set forth opposite such
                  Fiscal Quarter (for the Fiscal Quarter ending on March 31,
                  1998, such ratio shall be calculated as provided in clause (e)
                  of this SECTION 6.2.4):



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                           Fiscal Quarter Ending:             Ratio
                           ----------------------             -----

                           March 31, 1998                     10.7
                           June 30, 1998                       7.5
                           September 30, 1998                  6.6
                           December 31, 1998                   5.5
                           March 31, 1999                      5.0
                           June 30, 1999                       5.0
                           September 30, 1999                  5.0
                           December 31, 1999                   4.5
                           March 31, 2000                      4.5
                           June 30, 2000                       4.0

                  (d) INTEREST COVERAGE RATIO. The Borrower will not permit the
                  Interest Coverage Ratio of the Borrower and its Subsidiaries
                  for the twelve-month period ending on the last day of any
                  Fiscal Quarter to be less than the ratio set forth opposite
                  such Fiscal Quarter (for the Fiscal Quarter ending on March
                  31, 1998, such ratio to be calculated as provided in clause
                  (e) of this SECTION 6.2.4.):

                          Fiscal Quarter Ending:             Ratio
                          ----------------------             -----

                           March 31, 1998                     1.1
                           June 30, 1998                      1.2
                           September 30, 1998                 1.3
                           December 31, 1998                  1.5
                           March 31, 1999                     1.7
                           June 30, 1999                      1.8
                           September 30, 1999                 1.8
                           December 31, 1999                  1.9
                           March 31, 2000                     1.9
                           June 30, 2000                      1.9

2.       AMENDMENT TO SECTION 6.2.4. Section 6.2.4 of the Credit Agreement is
         hereby amended by adding thereto the following subsection (f):

                  (f) ROUNDING FACTOR. For purposes of determining compliance
                  with subsections (a) through (d) of this SECTION 6.2.4, all
                  amounts shall be rounded to the nearest decimal set forth in
                  the respective subsection using customary rounding methods.


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3.       WAIVER OF SECTION 6.1.1(a). The Lenders hereby waive any Event of
         Default arising as a result of the qualification taken by Price
         Waterhouse LLP in footnote 2 of the consolidated financial statements
         of the Borrower and its Subsidiaries as of December 31, 1997 and for
         the Fiscal Year ending on such date. Nothing herein shall be construed
         to waive any requirements of Sections 6.1.1 with respect to any
         financial statements of the Borrower and its Subsidiaries, other than
         the financial statements as at December 31, 1997 and for the Fiscal
         Year ending on such date, or with respect to any other matter set forth
         in such financial statements other than footnote 2 of such financial
         statements.

4.       LENDERS' AUDIT AND INSPECTION OF BOOKS AND RECORDS. In consideration of
         the amendments and waivers set forth herein, the Borrower acknowledges
         and agrees that, pursuant to Section 6.1.7 of the Credit Agreement, the
         Agent and the Lenders shall have access to and shall be permitted to
         conduct an inspection and audit of the books, records and business of
         the Borrower and its Subsidiaries (such examination may include review
         of the Borrower's business, prospects and financial position by
         independent consultants), and that the Borrower shall pay any fees and
         expenses, including, without limitation, any fees of the Agent's and
         the Lenders' in-house or outside auditors incurred in connection with
         such inspection and audit. Notwithstanding the foregoing, the Agent and
         the Lenders agree that no such inspection and audit shall be commenced
         prior to April 15, 1998.

5.       REPRESENTATIONS, WARRANTIES AND COVENANTS. In order to induce the
         Lenders, the Agent and the Co-Agents to enter into this Amendment and
         to consummate the transactions contemplated herein, the Borrower hereby
         represents, warrants and covenants to and with the Agent, the Co-Agents
         and each Lender as follows:

                  (a) as of the date hereof, all representations and warranties
                 set forth in Article 5 of the Credit Agreement and in all other
                 Loan Documents are true and correct in all material respects,
                 except to the extent described in Section 15 of that certain
                 First Amendment to Credit Agreement dated as of February 24,
                 1998 among the Borrower, ING, Transamerica, Finova and
                 American;

                  (b) as of the date hereof and after giving effect to this
                 Amendment, no Default or Event of Default exists under the
                 Credit Agreement; and

                  (c) the breach of any representation, warranty or covenant set
                  forth in this Section 5 shall constitute an Event of Default
                  under the Credit AgreemenT.

6.       EFFECTIVENESS. This Amendment shall become effective only upon receipt
         by the Agent of a copy of this Amendment, duly executed by each of the
         Borrower, the Lenders, the Agent and the Co-Agents, and duly
         acknowledged and consented to by the Subsidiaries of the Borrower in
         the form attached to this Amendment.


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7.       CONTINUING EFFECTIVENESS OF CREDIT AGREEMENT. The Credit Agreement and
         each of the other Loan Documents shall remain in full force and effect
         in accordance with their respective terms, except as expressly amended
         or modified by this Amendment.

8.       COST AND EXPENSES. The Borrower agrees to pay all reasonable
         out-of-pocket expenses of the Agent and each of the Lenders party to
         this Amendment for the negotiation, preparation, execution and delivery
         of this Amendment (including reasonable fees and expenses of counsel to
         the Agent and such Lenders).

9.       HEADINGS. The various headings of this Amendment are inserted for
         convenience only and shall not affect the meaning or interpretation of
         this Amendment or any provision hereof.

10.      COUNTERPARTS. This Amendment may be executed by the parties hereto in
         several counterparts, each of which shall be executed by the Borrower,
         the Lenders and the Agent and shall be deemed to be an original and all
         of which shall constitute together but one and the same agreement.

11.      GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
         UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

12.      SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective
         successors and assigns; PROVIDED, HOWEVER, that the Borrower may not
         assign or transfer its rights or obligations hereunder or under the
         Credit Agreement except in accordance with the terms of the Credit
         Agreement.


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


                                         PHONETEL TECHNOLOGIES, INC.

                                         By:/s/ Tammy L. Martin
                                            -----------------------------------
                                                  Tammy L. Martin
                                                  Secretary

                                                      [CORPORATE SEAL]


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Percentage: 26.6666667%              ING (U.S.) CAPITAL CORPORATION, in its
                                     capacity as Agent and Lender

                                     By: /s/ Steven G. Fleenor
                                         --------------------------------------
                                              Steven G. Fleenor
                                              Vice President


Percentage: 26.6666667%              TRANSAMERICA BUSINESS CREDIT CORPORATION,
                                     in its capacity as Co-Agent and Lender

                                     By:  /s/ Michael W. Kempel
                                         --------------------------------------
                                              Name:  Michael W. Kempel
                                              Title: Senior Account Executive


Percentage: 26.6666667%              FINOVA CAPITAL CORPORATION, in its capacity
                                     as Co-Agent and Lender

                                     By:  /s/ Thomas L. Gibbons
                                          --------------------------------------
                                              Name:  Thomas L. Gibbons
                                              Title: Vice President


Percentage: 20.0%                    AMERICAN NATIONAL BANK, in its capacity as 
                                     Lender

                                     By:  /s/ Richard Jonscher
                                          --------------------------------------
                                              Name:  Richard Jonscher
                                              Title: Vice President


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                           ACKNOWLEDGMENT AND CONSENT

         The undersigned hereby acknowledge receipt of a copy of the foregoing
Amendment, consent to the terms and provisions set forth therein, and agree that
the Subsidiary Guaranty dated as of May 30, 1997 (the "SUBSIDIARY GUARANTY")
made by each of the undersigned, jointly and severally, in favor of ING (U.S.)
Capital Corporation ("ING"), the other lenders as are, or may from time to time
become, parties to the Credit Agreement (as defined in the Subsidiary Guaranty)
and ING in its capacity as Agent for such Lenders, will continue in full force
and effect without diminution or impairment notwithstanding the execution and
delivery of the Amendment. The undersigned further acknowledge and agree that,
upon effectiveness of the Amendment and from and after the date thereof, each
reference to the Credit Agreement in the Subsidiary Guaranty and each other Loan
Document (as such term is defined in the Credit Agreement) to which any of the
undersigned is a party shall mean and be a reference to the Credit Agreement as
amended by this Amendment.

CHEROKEE COMMUNICATIONS, INC.

By:  /s/ Tammy L. Martin
     ----------------------------
         Tammy L. Martin
         Secretary


                  [CORPORATE SEAL]


PHONETEL V, INC.

By: /s/  Tammy L. Martin
     ----------------------------
         Tammy L. Martin
         Secretary


                  [CORPORATE SEAL]


PHONETEL ACQUISITION CORP.

By: /s/  Tammy L. Martin
     ----------------------------
         Tammy L. Martin
         Secretary


                  [CORPORATE SEAL]

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