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EXHIBIT 2.2

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

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In re: : Chapter 11
: Case No. 99-10384(TLB)
PHONETEL TECHNOLOGIES, INC., :
:
Debtor. :
:
EIN 34-1462198 :
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In re: : Chapter 11
: Case No. 99-10385(TLB)
CHEROKEE COMMUNICATIONS, INC., :
:
Debtor. :
:
EIN 75-2256554 :
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FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER
CONFIRMING THE JOINT REORGANIZATION
PLAN OF PHONETEL TECHNOLOGIES, INC. AND
CHEROKEE COMMUNICATIONS, INC., DATED MAY 11, 1999
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HAHN LOESER & PARKS LLP
Lee D. Powar (OH ID #0033679)
Royce R. Remington (OH ID #0040408)
Jeffrey M. Levinson (OH ID #0046746)
3300 BP Tower
200 Public Square
Cleveland, Ohio 44114-2301
(216) 621-0150

STROOCK & STROOCK & LAVAN LLP
Lawrence Handelsman (NY ID #LH-6957)
Christopher R. Donoho, III (NY ID #CD-4035)
180 Maiden Lane
New York, New York 10038-4982
(212) 806-5400

Attorneys for PhoneTel Technologies, Inc. and
Cherokee Communications, Inc.

INTRODUCTION

Debtors(1) having proposed the Joint Reorganization Plan of
PhoneTel Technologies, Inc. and Cherokee Communications, Inc. dated May 11, 1999
(the "Plan"); and the Bankruptcy Court having entered (A) an Order dated October
19, 1999 approving the Disclosure Statement (the "Disclosure Statement Order"),
and (B) an order on the Petition Date scheduling a hearing on Confirmation of
the Plan and approving form and manner of notice related thereto (the
"Scheduling Order"); and Debtors having filed the Affidavit of Logan & Company,
Inc. Pursuant to Local Bankruptcy Rule 3018-1(a) Certifying Tabulation of Votes
with Respect to Joint Reorganization Plan Dated May 11, 1999 of PhoneTel
Technologies, Inc. and Cherokee Communications, Inc. (the "Voting Declaration")
on July 15, 1999 and a certificate of service and a declaration of publication
of notice of the Confirmation Hearing; and the Bankruptcy Court having
established October 19, 1999 at 9:30 a.m., Eastern Time, as the adjourned date
and time of the hearing pursuant to section 1129 of the Bankruptcy Code to
consider Confirmation of the Plan (the "Confirmation Hearing"); and objections
to confirmation of the Plan having been filed and/or served by each of American
Mall Inc., et al (the "Landlords' Objection"); Cerberus Partners, L.P. (the
"Cerberus Objections"); the County of Callahan, Texas, ET AL., Harris County,
Texas, ET AL. and Angelina County, Texas ET AL. (collectively, the "Texas Taxing
Authorities") (the "Texas Taxing Authorities Objection"); Daniel

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(1) Unless otherwise specified, capitalized terms and phrases used herein
have the meanings assigned to them in the Plan (as defined herein). The
rules of interpretation set forth in Section I.C of the Plan shall
apply to these Findings of Fact, Conclusions of Law and Order (this
"Confirmation Order"). In addition, in accordance with Section I.A of
the Plan, any term used in the Plan or this Confirmation Order that is
not defined in the Plan or this Confirmation Order, but that is used in
the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning
given to that term in the Bankruptcy Code or the Bankruptcy Rules, as
applicable. In accordance with Section III.A of this Confirmation
Order, if there is any direct conflict between the terms of the Plan
and the terms of this Confirmation Order, the terms of this
Confirmation Order shall control.

Moos (the "Moos Objection"); and the Office of the United States Trustee (the
"U.S. Trustee Objection"); and the Landlords' Objection having been withdrawn
prior to the commencement of the Confirmation Hearing; and the Texas Taxing
Authorities' Objection having been withdrawn and the U.S. Trustee Objection
having been withdrawn in part based upon the inclusion of the special provisions
contained herein with respect to such objections; and the Bankruptcy Court
having been apprised of a proposed settlement of the Cerberus Objections on the
terms summarized during the Confirmation Hearing and as set forth on the term
sheet annexed hereto as Exhibit A (the "Cerberus Settlement") and the Cerberus
Objections and the brief in support thereof having been withdrawn pursuant to
the Cerberus Settlement; and the Debtors having filed a brief in opposition to
the Cerberus Objection (the "Brief") on October 7, 1999 and a memorandum of law
in support of Confirmation of the Plan (the "Memorandum of Law") on October 8,
1999; and the Bankruptcy Court having reviewed the Plan, the Disclosure
Statement, the Disclosure Statement Order, the Scheduling Order, the Voting
Declaration, the Brief, the Memorandum of Law and the other papers before the
Bankruptcy Court; and the Bankruptcy Court having heard the statements of
counsel in support of confirmation at the Confirmation Hearing, as reflected in
the record at the Confirmation Hearing; and the Bankruptcy Court having
considered all testimony presented and evidence admitted at the Confirmation
Hearing; and the Bankruptcy Court having taken judicial notice of the papers and
pleadings on file in the Chapter 11 Cases; and the Bankruptcy Court finding that
(i) notice of the Confirmation Hearing and the opportunity of any party in
interest to object to Confirmation was adequate and appropriate, in accordance
with Bankruptcy Rule 2002(b), as to all parties to be affected by the Plan and
the transactions contemplated thereby and (ii) the legal and factual bases set
forth in the Memorandum of Law (as modified by the Cerberus Settlement) and at
the Confirmation

Hearing, and as set forth in this Confirmation Order, establish just cause for
the relief granted herein; the Bankruptcy Court hereby makes the following
Findings of Fact, Conclusions of Law and Order:(2)

I. FINDINGS OF FACT AND CONCLUSIONS OF LAW.

A. JURISDICTION AND VENUE.

On July 14, 1999 Debtors commenced their respective cases by filing
voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Pursuant
to 28 U.S.C. ss. 1408, venue in the United States Bankruptcy Court for the
Southern District of New York for the Chapter 11 Cases was proper as of the
Petition Date and continues to be proper.

B. COMPLIANCE WITH THE REQUIREMENTS OF SECTION 1129 OF THE BANKRUPTCY CODE.

1. SECTION 1129(a)(1) -- COMPLIANCE OF THE PLAN WITH APPLICABLE PROVISIONS
OF THE BANKRUPTCY CODE.

The Plan complies with all applicable provisions of the Bankruptcy Code,
as required by section 1129(a)(1) of the Bankruptcy Code, including sections
1122 and 1123.

a. SECTIONS 1122 AND 1123(a)(1)-(4) -- CLASSIFICATION AND
TREATMENT OF CLAIMS AND INTERESTS.

As required by sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,
Article II of the Plan designates Classes of Claims and Interests, other than
DIP Facility Claims, Administrative Claims, and Priority Tax Claims.(3) As
required by section 1122(a), each Class of Claims and Interests

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(2) This Confirmation Order constitutes the Bankruptcy Court's findings of
fact and conclusions of law under Fed. R. Civ. P. 52, as made
applicable by Bankruptcy Rules 7052 and 9014. Any finding of fact shall
constitute a finding of fact even if it is stated as a conclusion of
law, and any conclusion of law shall constitute a conclusion of law
even if it is stated as a finding of fact.

(3) Pursuant to section 1123(a)(1) of the Bankruptcy Code, classes of DIP
Facility Claims, Administrative Claims and Priority Tax Claims are not
required to be designated.

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contains only Claims or Interests that are substantially similar to the other
Claims or Interests within that Class. Claims against Debtors are classified
separately in PhoneTel Classes 1 through 5 for PhoneTel; Cherokee Classes 1
through 5 for Cherokee. Interests in Debtors are classified separately in
PhoneTel Classes 6 through 8 for PhoneTel and Cherokee Class 6 for Cherokee.
Such classification is proper under section 1122(a) because each Claim in each
Class of Claims is substantially similar to the other Claims in such Class and
each Interest is substantially similar to the other Interests in such Class. In
accordance with sections 1123(a)(2) and (3) of the Bankruptcy Code, Article III
of the Plan specifies all Classes of Claims and Interests that are not impaired
under the Plan and specifies the treatment of all Classes of Claims and
Interests that are impaired under the Plan. In accordance with section
1123(a)(4) of the Bankruptcy Code, Article III of the Plan also provides the
same treatment for each Claim or Interest within a particular Class, unless the
holder of a Claim or Interest agrees to less favorable treatment of its Claim or
Interest.

b. SECTION 1123(a)(5) -- ADEQUATE MEANS FOR IMPLEMENTATION OF THE PLAN.

Article IV and various other provisions of the Plan provide adequate means
for the Plan's implementation. Those provisions relate to, among other things:
(i) the cancellation of Existing Securities; (ii) the issuance of New Securities
in PhoneTel in exchange for Senior Notes and Old Securities; (iii) the vesting
of Debtors' property in the applicable Reorganized Debtor; (iv) the selection by
the Unofficial Noteholders' Committee of four (4) of the five (5) directors of
Reorganized Debtors; and (v) the entering into the Exit Facility in order to
permit Debtors to pay obligations existing on the Confirmation Date and to
maintain operations.

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c. SECTION 1123(a)(6) -- PROHIBITION AGAINST THE ISSUANCE OF NONVOTING
EQUITY SECURITIES.

The Plan provides for the amendment of the articles of incorporation and
code of regulations or by-laws of each Debtor to prohibit the issuance of
non-voting equity securities. Accordingly, the Plan satisfies the requirement of
section 1123(a)(6) of the Bankruptcy Code that a plan prohibit the issuance of
any nonvoting securities.

d. SECTION 1123(a)(7) -- SELECTION OF DIRECTORS AND OFFICERS IN A
MANNER CONSISTENT WITH THE INTERESTS OF CREDITORS AND EQUITY
SECURITY HOLDERS AND PUBLIC POLICY.

Section IV.D. of the Plan provides that the Unofficial Noteholders'
Committee will appoint four (4) of the five (5) directors of Debtors and that
the existing officers of Debtors shall initially serve in their current
capacities after the Consummation Date. The Plan also provides that all Allowed
Claims, other than Claims relating to the Senior Notes and the Claims of
Cerberus pursuant to the Cerberus Settlement, will be paid in full in the
ordinary course. Accordingly, the constituency of the Unofficial Noteholders'
Committee is the principal party with an interest in the performance of the
officers and directors of the Reorganized Debtor. In light of the foregoing, the
manner of selection of the directors and officers of the Reorganized Debtors is
consistent with the interests of the holders of Claims and public policy.

e. SECTION 1123(b)(1)-(2) -- IMPAIRMENT OF CLAIMS AND INTERESTS AND
ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

In accordance with section 1123(b)(1) of the Bankruptcy Code, Article III
of the Plan impairs or leaves unimpaired, as the case may be, each Class of
Claims and Interests. In accordance with section 1123(b)(2) of the Bankruptcy
Code, Article VIII of the Plan provides for the assumption of the Executory
Contracts and Unexpired Leases of Debtors that have not been previously assumed

or rejected pursuant to section 365 of the Bankruptcy Code and appropriate
authorizing orders of the Bankruptcy Court.

f. SECTION 1123(b)(3) -- RETENTION, ENFORCEMENT AND SETTLEMENT OF
CLAIMS HELD BY DEBTORS.

Section IV.F. of the Plan provides that, except as provided in the Plan or
in any contract, instrument, release or other agreement entered into in
connection with the Plan, in accordance with section 1123(b) of the Bankruptcy
Code, Debtors will retain and may enforce any claims, demands, rights and causes
of action that either Debtor may hold against any entity.

g. SECTION 1123(b)(5) -- MODIFICATION OF THE RIGHTS OF HOLDERS OF
CLAIMS.

Article III of the Plan modifies or leaves unaffected, as the case may be,
the rights of holders of each Class of Claims.

h. SECTION 1123(b)(6) -- OTHER PROVISIONS NOT INCONSISTENT WITH
APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE.

The Plan includes additional appropriate provisions that are not
inconsistent with applicable provisions of the Bankruptcy Code, including: (i)
the provisions of Article VI of the Plan governing the issuance of securities;
(ii) the provisions of Article VII of the Plan governing distributions on
account of Allowed Claims or Allowed Interests; (iii) the provisions of Article
IX of the Plan establishing procedures for resolving Disputed Claims or Disputed
Interests and making distributions on account of such Disputed Claims or
Disputed Interests once resolved; and (iv) the provisions of Article XII of the
Plan regarding retention of jurisdiction by the Court over certain matters
subsequent to the Consummation Date.

2. SECTION 1129(a)(2) -- COMPLIANCE WITH APPLICABLE PROVISIONS OF THE
BANKRUPTCY CODE.

Debtors have complied with all applicable provisions of the Bankruptcy
Code, as required by section 1129(a)(2) of the Bankruptcy Code, including
section 1125 of the Bankruptcy Code and Bankruptcy Rules 3017 and 3018. The
Disclosure Statement and the procedures by which the ballots for acceptance or
rejection of the Plan were solicited and tabulated were fair, properly conducted
and in accordance with section 1126 of the Bankruptcy Code and Bankruptcy Rule
3018. Debtors and their respective directors, officers, employees, agents and
professionals, as applicable, have acted in "good faith," within the meaning of
section 1125(e) of the Bankruptcy Code.

3. SECTION 1129(a)(3) -- PROPOSAL OF THE PLAN IN GOOD FAITH.

Debtors proposed the Plan in good faith and not by any means forbidden
by law. In determining that the Plan has been proposed in good faith, the
Bankruptcy Court has examined the totality of the circumstances surrounding the
formulation of the Plan. Based on the uncontroverted evidence presented at the
Confirmation Hearing, the Bankruptcy Court finds and concludes that the Plan has
been proposed with the legitimate and honest purpose of reorganizing Debtors and
maximizing the returns available to holders of Allowed Claims against Debtors.
Moreover, the Plan itself, and the arms' length negotiations between Debtors and
the Unofficial Noteholders' Committee leading to the Plan's formulation, and the
negotiations leading to the Cerberus Settlement, as well as the overwhelming
support of creditors for the Plan, provide independent evidence of Debtors' good
faith in proposing the Plan.

4. SECTION 1129(a)(4) -- BANKRUPTCY COURT APPROVAL OF CERTAIN PAYMENTS
AS REASONABLE.

Section XIV.A. of the Plan provides that Professionals or other
entities asserting a Professional Fee Claim for services rendered before the
Consummation Date must file and serve on Debtors and their counsel an
application for final allowance of such Fee Claim no later than 45 days after
the Consummation Date, which the Court will review for reasonableness under
sections 328 and 330 of the Bankruptcy Code and any applicable case law. Section
XII of the Plan provides that this Court will retain jurisdiction after the
Consummation Date to grant or deny applications for allowance of compensation or
reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan
for periods ending on or before the Consummation Date.

5. SECTION 1129(a)(5) -- DISCLOSURES REGARDING PROPOSED DIRECTORS AND
OFFICERS, AND COMPENSATION OF INSIDERS AND CONSISTENCY WITH THE
INTERESTS OF CREDITORS AND PUBLIC POLICY.

Debtors, as Proponents of the Plan, have disclosed during the
Confirmation Hearing the identity and affiliations of the individuals proposed
to serve, after Confirmation of the Plan, as directors and officers of the
Reorganized Debtors, and the appointments to and continuance in such offices of
such individuals are consistent with the interests of Creditors and Interest
holders and with public policy. Debtors, as proponents of the Plan, have also
disclosed the identity of all insiders that will be employed or retained by
Reorganized Debtors, and the nature of any compensation for such insider.

6. SECTION 1129(a)(6) -- APPROVAL OF RATE CHANGES.

The Plan does not change rates over which any regulatory commission has
or will have jurisdiction after Confirmation.

7. SECTION 1129(a)(7) -- BEST INTERESTS OF HOLDERS OF CLAIMS AND
INTERESTS.

With respect to each impaired Class of Claims and Interests for each
Debtor, each holder of a Claim or Interest in such impaired Class has accepted
the Plan or, as demonstrated by the Disclosure Statement and other evidence
presented at the Confirmation Hearing, will receive or retain under the Plan on
account of such Claim or Interest property of a value as of the Consummation
Date (which is the effective date of the Plan) that is not less than the amount
such holder would receive or retain if the applicable Debtor were liquidated on
the Consummation Date under chapter 7 of the Bankruptcy Code.

8. SECTION 1129(a)(8) -- ACCEPTANCE OF THE PLAN BY EACH IMPAIRED CLASS.

As set forth in detail in the Voting Declaration, each impaired Class
of Claims or Interests under the Plan that was entitled to vote accepted the
Plan by the requisite majorities in amount and number. Specifically, of the 204
holders of Senior Note Claims in PhoneTel Class 5 and Cherokee Class 5 actually
voting, 203 voted to accept the Plan, which represents an acceptance rate in
excess of 99% by number. In addition, such accepting holders hold $103,045,000
out of $103,195,000 in Senior Note Claims voting on the Plan, which also
represents an acceptance rate in excess of 99% by amount. Finally, holders of
Old Preferred Stock Interests in PhoneTel Class 6 voted unanimously to accept
the Plan. In addition, unimpaired Classes of Claims are conclusively presumed to
have accepted the Plan. Accordingly, section 1129(a)(8) of the Bankruptcy Code
has been satisfied with respect to all voting Classes of Claims and all
unimpaired Classes of Claims.

Because they will receive little or no property or other
distribution under the Plan, the holders of Interests in PhoneTel Classes 7 and
8 are conclusively presumed to have rejected the Plan.

Debtors have invoked the "cramdown" requirements of section 1129(b) with respect
to each, of these classes. (See Section I.B. 15 below.)

9. SECTION 1129(a)(9) -- TREATMENT OF CLAIMS ENTITLED TO PRIORITY
PURSUANT TO SECTION 507(a) OF THE BANKRUPTCY CODE.

The Plan provides for treatment of Allowed Administrative Claims,
Priority Tax Claims and Priority Claims in the manner required by section
1129(a)(9) of the Bankruptcy Code.

10. SECTION 1129(a)(10) -- ACCEPTANCE BY AT LEAST ONE IMPAIRED CLASS.

As indicated in the Voting Declaration and as reflected in the record
of the Confirmation Hearing, at least one Class of Claims or Interests that is
impaired under the Plan has accepted the Plan, determined without including any
acceptance of the Plan by any insider.

11. SECTION 1129(a)(11) -- FEASIBILITY OF THE PLAN.

As established at the Confirmation Hearing and in the Brief and the
Memorandum of Law, Debtors have demonstrated that Confirmation of the Plan is
not likely to be followed by the liquidation or the need for further financial
reorganization of the Debtors. Accordingly, the Plan satisfies the feasibility
requirement of section 1129(a)(11) of the Bankruptcy Code.

12. SECTION 1129(a)(12) -- PAYMENT OF BANKRUPTCY FEES.

Section XIV.B. of the Plan provides that all fees payable pursuant to
28 U.S.C. ss. 1930 will be paid on or before the Consummation Date.

13. SECTION 1129(a)(13) -- RETIREE BENEFITS.

Section VIII.E. of the Plan provides for the continuation of all
"retiree benefits" as defined in section 1114(a) of the Bankruptcy Code at the
level established pursuant to section 1114(e)(1)(B) or (g) of the Bankruptcy
Code for the duration of the period Debtors have obligated themselves to provide
such benefits.

14. BANKRUPTCY RULE 3016(a).

The Plan is dated and identifies Debtors as the entities submitting and
filing the Plan.

15. SECTION 1129(b) - CONFIRMATION OF PLAN OVER NONACCEPTANCE OF
IMPAIRED CLASS.

Pursuant to section 1129(b)(1) of the Bankruptcy Code, the Plan is
confirmed notwithstanding that the Interests classified in PhoneTel Classes 7
and 8 are impaired and that such holders are deemed to have rejected the Plan
pursuant to section 1126(g) of the Bankruptcy Code. The Plan does not
discriminate unfairly and is fair and equitable with respect to the holders of
Interests in such Classes. Except as otherwise provided in the Cerberus
Settlement, no holder of Interests junior to the Interests classified in
PhoneTel Class 7 will receive or retain any property under the Plan on account
of such junior Interests, and no Class of Claims or Interests senior to PhoneTel
Class 8 is receiving more than full payment on account of the Claims or
Interests in such classes.

16. SECTION 1129(d) -- PURPOSE OF PLAN.

The primary purpose of the Plan is not avoidance of taxes or avoidance
of the requirements of Section 5 of the Securities Act, and there has been no
objection filed by any governmental unit asserting such avoidance.

C. SATISFACTION OF CONDITIONS TO CONFIRMATION.

Each of the conditions precedent to the entry of this Confirmation
Order, as set forth in Section X.A of the Plan, has been satisfied.

D. JURISDICTION AND VENUE.

The Bankruptcy Court has jurisdiction over this matter pursuant to 28
U.S.C. section section 157 and 1334. This is a core proceeding pursuant to 28
U.S.C. section 157(b)(2). Debtors were and are qualified to be debtors under
section 109 of the Bankruptcy Code. Venue of the Chapter 11 Cases

in the United States Bankruptcy Court for the Southern District of New York was
proper as of the Petition Date, pursuant to 28 U.S.C. Section 1408, and
continues to be proper.

E. COMPLIANCE WITH SECTION 1125(e) OF THE BANKRUPTCY CODE.

Pursuant to section 1125(e) of the Bankruptcy Code, the Debtors'
solicitation of acceptances of the Plan were in good faith and in compliance
with applicable provisions of the Bankruptcy Code. Accordingly, the Debtors and
their respective directors, officers, employees, agents and professionals
(acting in such capacity) are entitled to the protection of section 1125(e) of
the Bankruptcy Code.

F. EXEMPTIONS FROM TAXATION.

Pursuant to section 1146(c) of the Bankruptcy Code: (1) the creation of
any mortgage, deed of trust, lien, or other security interest; (2) the making or
assignment of any lease or sublease; or (3) the making or delivery of any deed
or other instrument of transfer under, in furtherance of, or in connection with,
the Plan, including any restructuring, will not be subject to any stamp tax,
real estate transfer tax or similar tax and the appropriate state or local
governmental officials or agents shall be, and hereby are, directed to forego
the collection of any such tax or governmental assessment and to accept for
filing and recordation any of the foregoing instruments or other documents
without the payment of any such tax or governmental assessment.

G. COMPLIANCE WITH SECTION 1129 OF THE BANKRUPTCY CODE.

As set forth in Section I.B. of this Confirmation Order, the Plan
complies in all respects with the applicable requirements of section 1129 of the
Bankruptcy Code.

H. CORPORATE ISSUES.

Debtors have disclosed all material facts regarding: (1) the selection
of the directors and officers of Reorganized Debtors; (2) the distribution of
cash pursuant to the Plan; (3) the continued corporate existence of Debtors
after the Consummation Date; and (4) the other matters provided for under the
Plan involving the corporate structure of any Debtor or corporate action to be
taken by or required of any Debtor.

I. ASSUMPTIONS OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

Each pre- or post-Confirmation assumption of an Executory Contract or
Unexpired Lease pursuant to Sections VIII.A. and VIII.C. of the Plan shall be
legal, valid and binding upon the applicable Debtor and all non-Debtor parties
to such Executory Contract or Unexpired Lease, all to the same extent as if such
assumption had been effectuated pursuant to an appropriate authorizing order of
the Bankruptcy Court entered before the Confirmation Date under section 365 of
the Bankruptcy Code.

II. ORDER.

ACCORDINGLY, THE COURT HEREBY ORDERS, ADJUDGES AND DECREES THAT:

A. CERBERUS SETTLEMENT APPROVED; OBJECTIONS OVERRULED; CONFIRMATION OF THE
PLAN.

The Cerberus Settlement hereby is approved. The parties shall enter
into documents and instruments consistent with the terms of the Cerberus
Settlement. The issuer of the note contemplated by the Cerberus Settlement shall
be the Reorganized Debtors. To the extent that any objections to confirmation of
the Plan have not been withdrawn or otherwise disposed of on or before

the date hereof, all such objections shall be, and hereby are, overruled
and all withdrawn objections shall be, and hereby, are deemed withdrawn with
prejudice, PROVIDED, HOWEVER, that the U.S. Trustee Objection with respect to
the scope of the exculpation provision of the Plan is reserved for decision in
accordance with the briefing schedule announced at the Confirmation Hearing and
shall be the subject of a separate order of this Court. The Plan and, with the
exception of Section XIV.G. of the Plan, each of its provisions shall be, and
hereby are, confirmed in each and every respect pursuant to section 1129 of the
Bankruptcy Code; provided, however, that if there is any direct conflict between
the terms of the Plan and the terms of this Confirmation Order and the exhibits
hereto, the terms of this Confirmation Order and such exhibits will control.

B. EFFECTS OF CONFIRMATION.

1. IMMEDIATE EFFECTIVENESS; SUCCESSORS AND ASSIGNS.

Pursuant to Bankruptcy Rule 9014, Bankruptcy Rule 7062 shall not apply
to this Order. Subject to the foregoing and the provisions of Article XIV of the
Plan, and notwithstanding any otherwise applicable law, immediately upon the
entry of this Confirmation Order, the terms of the Plan and this Confirmation
Order shall be, and hereby are, deemed binding upon Debtors, any and all holders
of Claims or Interests (irrespective of whether such Claims or Interests are
impaired under the Plan or whether the holders of such Claims or Interests
accepted, rejected or are deemed to have accepted or rejected the Plan), any and
all non-debtor parties to Executory Contracts and Unexpired Leases with any
Debtors and the respective heirs, executors, administrators, successors or
assigns, if any, of any of the foregoing.

2. CANCELLATION OF EQUITY SECURITIES.

On the Consummation Date, all equity securities of PhoneTel shall be,
and hereby are, canceled and of no further force and effect without the need for
any further action on the part of any Debtor. The holders of or parties to such
canceled instruments, securities and other documentation shall have no rights
arising from or relating to such instruments, securities and other documentation
or the cancellation thereof other than as set forth in the Plan.

C. PROFESSIONAL FEE CLAIMS BAR DATE.

Professionals or other entities asserting a Professional Fee Claim for
services rendered through the Consummation Date must File and serve on Debtors
and their counsel an application for final allowance of such Professional Fee
Claim no later than 45 days after the Consummation Date.

D. MATTERS RELATING TO IMPLEMENTATION OF THE PLAN.

1. REORGANIZED DEBTORS; VESTING OF ASSETS.

Each Reorganized Debtor shall continue to exist after the Confirmation
Date as a separate corporate entity. Each Reorganized Debtor shall have all the
powers of a corporation under applicable law and without prejudice to any right
to alter or terminate such existence (whether by merger, dissolution, or
otherwise) under applicable state law. On the Confirmation Date, all assets of
each Debtor shall revest in the applicable Reorganized Debtor. As of the
Confirmation Date, all property of each Reorganized Debtor shall be free and
clear of all Claims and Interests, except as specifically provided in the Plan
or this Confirmation Order, including the Cerberus Settlement.

2. MANAGEMENT OF REORGANIZED DEBTORS.

On and after the Consummation Date, the boards of directors of
Reorganized Debtors shall have the responsibility for the management, control
and operation of Reorganized Debtors.

3. RIGHTS, POWERS, AND DUTIES OF REORGANIZED DEBTORS.

a. Upon the Consummation Date, Reorganized Debtors shall have such
power and authority granted by common law or any applicable statute necessary to
implement the Plan.

b. Reorganized Debtors shall have full authority to prosecute and
defend any causes of action affecting the operation of the Plan which may arise
under the provisions of the Bankruptcy Code and/or any applicable state law
including, but not limited to, those causes of action set forth in sections 542
through 553 of the Bankruptcy Code, subject to the provisions of Section IV.F.
of the Plan and any Final Order entered by the Bankruptcy Court prior to the
Confirmation Date. Except as provided in any contract, instrument, release or
other agreement entered into in connection with the Plan, in accordance with
section 1123(b) of the Bankruptcy Code, Reorganized Debtors shall retain and may
enforce any claims, rights, and causes of action that Debtors may hold against
any entity, subject to the provisions of Section IV.F. of the Plan and any Final
Order entered by the Bankruptcy Court prior to the Confirmation Date.
Reorganized Debtors may pursue such retained claims, rights, or causes of
action, as appropriate, in accordance with the best interests of Reorganized
Debtors.

c. Reorganized Debtors shall have full authority to do and perform
all acts, to execute all documents, and to make all payments and disbursements
of funds appropriate and necessary to be done, executed, performed, paid, and
disbursed by the provisions of the Plan.

d. After the Consummation Date, attorneys, accountants and other
persons employed or retained by Reorganized Debtors may be paid in the ordinary
course of business.

4. APPROVAL OF EXECUTORY CONTRACT AND UNEXPIRED LEASE PROVISIONS.

a. The Executory Contract and Unexpired Lease provisions of Article
VIII of the Plan shall be, and hereby are, specifically approved and
incorporated herein by this reference. Debtors shall include with the Notice of
Confirmation (defined below) a provision requiring all non-debtor parties to
Executory Contracts and Unexpired Leases to serve notice on Debtors within
thirty (30) days of the date of mailing of such Notice of Confirmation of the
existence of any defaults under such Executory Contracts or Unexpired Leases.
Such defaults to the extent they are undisputed shall be cured within thirty
(30) days of the receipt of the applicable notice of default.

b. Executory Contracts and Unexpired Leases entered into or assumed
and other obligations incurred after the Petition Date by any Debtor shall be
performed by the Debtor liable thereunder in the ordinary course of its
business. Accordingly, such Executory Contracts and Unexpired Leases and other
obligations shall survive and remain unaffected by entry of this Confirmation
Order.

E. ACTIONS IN FURTHERANCE OF THE PLAN.

The approvals and authorizations specifically set forth in this
Confirmation Order are nonexclusive and are not intended to limit the authority
of any Reorganized Debtor or any officer thereof to take any and all actions
necessary or appropriate to implement, effectuate and consummate any and all
documents or transactions contemplated by the Plan or this Confirmation Order,
including the Cerberus Settlement. In addition to the authority to execute and
deliver, adopt or amend, as the case may be, the contracts, leases, instruments,
releases and other agreements specifically granted in

this Confirmation Order, Reorganized Debtors shall be, and hereby are,
authorized and empowered to take any and all such actions as any of their
officers may determine are necessary or appropriate to implement, effectuate and
consummate any and all documents or transactions contemplated by the Plan, this
Confirmation Order or the Cerberus Settlement.

F. DISCHARGE, TERMINATION, AND SUBORDINATION RIGHTS.

1. DISCHARGE OF CLAIMS AND TERMINATION OF INTERESTS.

Except as otherwise provided in the Plan, this Confirmation Order or
the Cerberus Settlement, pursuant to section 1141(d)(1)(A) of the Bankruptcy
Code, upon the Confirmation Date, Debtors shall be discharged and released from
any and all Claims and Interests.

2. TERMINATION OF SUBORDINATION RIGHTS AND SETTLEMENT OF RELATED
CLAIMS AND CONTROVERSIES.

a. The classification and manner of satisfying all Claims and
Interests under the Plan take into consideration all subordination rights,
whether arising under general principles of equitable subordination, section
510(c) of the Bankruptcy Code or otherwise that a holder of a Claim or Interest
may have against other Claim or Interest holders with respect to any
distribution made pursuant to the Plan. All subordination rights that a holder
of a Claim or Interest may have with respect to any distribution to be made
pursuant to the Plan shall be, and hereby are, discharged and terminated, and
all actions related to the enforcement of such subordination rights shall be,
and hereby are permanently enjoined. Accordingly, distributions pursuant to the
Plan to holders of Allowed Claims shall not be subject to payment to a
beneficiary of such terminated subordination rights, or to levy, garnishment,
attachment, or other legal process by a beneficiary of such terminated
subordination rights

b. Pursuant to Bankruptcy Rule 9019 and in consideration for the
distributions and other benefits provided under the Plan, the provisions of the
Plan shall constitute a good faith compromise and settlement of all claims or
controversies relating to the subordination rights that a holder of a Claim or
Interest may have with respect to any Allowed Claim, or any distribution to be
made pursuant to the Plan on account of such Claim. The compromise or settlement
of all such claims or controversies shall be, and hereby is, approved.

G. SPECIAL PROVISIONS RESOLVING U.S. TRUSTEE OBJECTION.

Article XIV.B. of the Plan is hereby amended to provide that
Debtors' liability for the United States Trustee quarterly fees shall be
governed exclusively by 28 U.S.C. Section 1930(a).

The Reorganized Debtors shall be responsible for: (1) filing with
the Court and the United States Trustee all post-confirmation operating reports,
pursuant to Local Bankruptcy Rule 3021-1; and (2) payment of all United States
Trustee quarterly fees, assessed pursuant to 28 U.S.C. Section 1930(a), until
the Chapter 11 Cases are converted, dismissed, or a final decree is entered.

Any party other than the Reorganized Debtors who will make cash
distributions under the Plan shall post a surety bond in an amount equal to 110%
of the cash held by such disbursing party, which bond shall not be cancelled
except upon prior notice to the United States Trustee and the Court.

H. SPECIAL PROVISION RESOLVING TEXAS TAXING AUTHORITIES OBJECTION

In accordance with the Plan, the claims of the Texas Taxing Authorities
against Debtors are unimpaired under the Plan. The claims of the Texas Taxing
Authorities are secured claims to the extent permitted by applicable state law
and any liens existing under such applicable state law shall

continue until such claims are paid in full. In addition, the claims of the
Texas Taxing Authorities shall include interest in accordance with applicable
state law.

I. SPECIAL PROVISIONS REGARDING ENTRY OF A FINAL DECREE CLOSING THE
CHAPTER 11 CASES.

It is contemplated that as soon as practicable after the completion
of all distributions under the Plan, this Court shall be able to enter a final
decree closing the Chapter 11 Cases.

J. RETENTION OF JURISDICTION.

Notwithstanding the entry of this Confirmation Order or the
occurrence of the Consummation Date, the Bankruptcy Court shall retain such
jurisdiction over the Chapter 11 Cases as is legally permissible, including
jurisdiction over the matters set forth in Article XII of the Plan, which
provisions are incorporated herein by reference.

K. NOTICE OF ENTRY OF CONFIRMATION ORDER.

1. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), Debtors
shall be, and hereby are, directed to serve a notice of the entry of this
Confirmation Order and the establishment of bar dates for Professional Fee
Claims hereunder, substantially in the form of Exhibit B attached hereto and
incorporated herein by reference (the "Confirmation Notice"), on all parties
that received notice of the Confirmation Hearing, no later than 45 days after
the Confirmation Date; provided, however, that Debtors shall be obligated to
serve the Confirmation Notice only on the record holders of Claims or Interests
as of the Confirmation Date.

2. Debtors shall be, and hereby are, directed to publish the
Confirmation Notice once in the national edition of The Wall Street Journal no
later than 30 days after the Confirmation Date.

L. WAIVER OF SECTION 341 MEETING OF CREDITORS

Pursuant to Section 105 of the Bankruptcy Code, this Court waives
the meeting of creditors provided for by Section 341 of the Bankruptcy Code.

Dated: October ____,1999 _____________________________________
THE HONORABLE TINA L. BROZMAN
CHIEF UNITED STATES BANKRUPTCY JUDGE

APPROVED:

- ------------------------- --------------------------------
Lee D. Powar Steven R. Gross
Counsel for Debtors Counsel for the Unofficial Noteholders'
Committee

- ------------------------- ------------------------------
William S. Katchen Jeffrey Hermann
Counsel for Cerberus Counsel for Foothill Capital Corporation

- -------------------------
Scott S. Markowitz
Counsel for the Landlords

EXHIBIT A
---------

PHONETEL TECHNOLOGIES, INC.
---------------------------

Cerberus Settlement Proposal Term Sheet

October 18, 1999

CONFIDENTIAL: FOR SETTLEMENT PURPOSES ONLY AND
----------------------------------------------
IN FULL SATISFACTION OF CERBERUS' POTENTIAL CLAIMS
--------------------------------------------------

Plan Distributions........................... Cerberus will have an allowed claim to be
treated in accordance with the provisions set
forth below. The distributions pursuant to the
prepackaged reorganization plan to Cerberus as
a member of PhoneTel Class 7 shall instead be
made to Reorganized PhoneTel and cancelled.

Description of Security...................... Note subordinated to Foothill Exit Facility and
subordinated to permitted additional debt

Face Amount.................................. $1,000,000

Issuer....................................... Reorganized PhoneTel

Interest Rate................................ 5% PIK, accrued annually and payable at
maturity

Permitted Senior Debt (Institutional - not $60 million
including trade).............................

Term......................................... 5 years from consummation of the prepackaged
reorganization plan

Events of Default............................ Acceleration of Foothill Exit Facility

Collateral................................... Junior to Foothill Exit Facility and additional
permitted senior debt, but only if such lien is
consented to by Foothill

Call Schedule................................

Anytime during Year 1 50% of par plus accrued interest
Anytime during Year 2 65% of par plus accrued interest
Anytime during Year 3 80% of par plus accrued interest
Anytime during Year 4 and 5 100% of par plus accrued interest

SUBJECT TO FINAL DOCUMENTATION
- ------------------------------

PHONETEL TECHNOLOGIES, INC.
---------------------------

Cerberus Settlement Proposal Term Sheet
October 18, 1999

CONFIDENTIAL: FOR SETTLEMENT PURPOSES ONLY AND
----------------------------------------------
IN FULL SATISFACTION OF CERBERUS' POTENTIAL CLAIMS
--------------------------------------------------

AGREED AND ACCEPTED TO BY:
- --------------------------

- ------------------------------------
- ------------------------------------ ---------------------------------
By: PHONETEL TECHNOLOGIES, INC. By: CERBERUS CAPITAL

UNOFFICIAL NOTEHOLDERS' COMMITTEE
- ------------------------------------

- ------------------------------------ ---------------------------------
By: AMERICAN EXPRESS FINANCIAL CORP. By: CIBC WORLD MARKETS

- ------------------------------------
By: PACHOLDER ASSOCIATES, INC.

CONSENTED TO BY:
- ----------------

- ------------------------------------
By: FOOTHILL CAPITAL CORPORATION

EXHIBIT B
---------

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

- ---------------------------------------------------x
In re: : Chapter 11
: Case No. 99-B-10384 (TLB)
PHONETEL TECHNOLOGIES, INC., et al., : Case No. 99-B-10385 (TLB)
: (Jointly Administered)
:
Debtors. :
EIN 34-1462198 :
- ---------------------------------------------------x

NOTICE OF ENTRY OF ORDER CONFIRMING THE JOINT REORGANIZATION
PLAN OF PHONETEL TECHNOLOGIES, INC. AND CHEROKEE
COMMUNICATIONS, INC. DATED MAY 11, 1999
---------------------------------------

PLEASE TAKE NOTICE that on October ___, 1999 the Honorable Tina L.
Brozman, Chief Judge of the United States Bankruptcy Court for the Southern
District of New York, entered an order (the "Confirmation Order") confirming the
Joint Reorganization Plan of PhoneTel Technologies, Inc. and Cherokee
Communications, Inc. ("Debtors") Dated May 11, 1999 (the "Plan").

PLEASE TAKE FURTHER NOTICE that except as otherwise expressly provided
in the Plan or the Confirmation Order, the issuance of the Confirmation Order
operates as a discharge, pursuant to section 1141(d) of the Bankruptcy Code(4),
of all Interests in and Claims against Debtors that arose prior to the
Confirmation Date.

PLEASE TAKE FURTHER NOTICE that in accordance with section 524 of the
Bankruptcy Code, the discharge provided by the Plan, the Confirmation Order and
section 1141 of

- --------

(4) Capitalized terms not defined herein shall have the meanings given such
terms in the Plan.

the Bankruptcy Code acts as an injunction against the commencement or
continuation of any action, employment of process, or act to collect, offset, or
recover the Claims so discharged.

PLEASE TAKE FURTHER NOTICE that in accordance with section 1141(a) of
the Bankruptcy Code, the Plan and the Confirmation Order bind all holders of
Interests in and Claims against Debtors, and any other party-in-interest,
regardless of whether the Claims or Interests of such holders (i) are in a Class
that is impaired under the Plan, (ii) have accepted the Plan, or (iii) have
filed a proof of claim or proof of interest.

PLEASE TAKE FURTHER NOTICE that any non-debtor parties claiming a
default under any Unexpired Lease or Executory Contract shall on or before
thirty (30) days give notice to the undersigned counsel to Debtors of such
defaults.

PLEASE TAKE FURTHER NOTICE that all applications (the "Final Fee
Applications") for a final allowance of compensation and reimbursement of
expenses filed by holders of Professional Fee Claims for the period through the
Consummation Date shall be filed

no later than forty-five (45) days after the Consummation Date or such later
date as the Court shall approve.

Dated: New York, New York HAHN, LOESER & PARKS LLP
October ____, 1999 Lee D. Powar (OH ID #0033679)
Jeffrey M. Levinson (OH ID #0046746)
3300 BP Tower
200 Public Square
Cleveland, Ohio 44114-2301
(216) 621-0150

STROOCK & STROOCK & LAVAN LLP
Lawrence M. Handelsman (LMH-6957)
Christopher R. Donoho, III (CD-4035)
180 Maiden Lane
New York, New York 10038-4982
(212) 806-5400

ATTORNEYS FOR PHONETEL TECHNOLOGIES, INC. AND
CHEROKEE COMMUNICATIONS, INC.