<PAGE>   1
                                                                   EXHIBIT 10(A)
                              CONFIDENTIAL TREATMENT REQUESTED BY POWERTEL, INC.






                                  $265,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of February 6, 1998

                                      Among

                               POWERTEL PCS, INC.,

                                  as Borrower,

                               THE BANKS AND OTHER
                             FINANCIAL INSTITUTIONS
                                  LISTED ON THE
                             SIGNATURE PAGES HEREOF,

                               as Initial Lenders,

                                 ERICSSON INC.,

                                    as Agent,

                                       and

                         NATIONAL WESTMINSTER BANK PLC,

                             as Administrative Agent

<PAGE>   2


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
SECTION                                                                          PAGE
<S>    <C>                                                                       <C>
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
1.01.  Certain Defined Terms                                                      2
1.02.  Computation of Time Periods                                               14
1.03.  Accounting Terms                                                          14

ARTICLE II  

AMOUNTS AND TERMS OF THE ADVANCES
2.01.  Advances                                                                  15
2.02.  Making the Advances                                                       16
2.03.  Repayment of Advances                                                     17
2.04.  Prepayments                                                               17
2.05.  Interest                                                                  18
2.06.  Increased Costs, Etc.                                                     19
2.07.  Payments and Computations                                                 21
2.08.  Tax Forms                                                                 22
2.09.  Sharing of Payments, Etc.                                                 23
2.10.  Use of Proceeds                                                           23

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING
3.01.  Conditions Precedent to Effectiveness                                     24
3.02.  Conditions Precedent to Each Borrowing                                    25
3.03.  [Intentionally Omitted]                                                   26
3.04.  Determinations Under Sections 3.01 and 3.05.                              26
3.05.  Conditions Precedent to Series B Advances                                 26

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
4.01.  Representations and Warranties of the Borrower                            28

ARTICLE V  

COVENANTS OF THE BORROWER
5.01.  Affirmative Covenants                                                     33
5.02.  Negative Covenants                                                        35
5.03.  Reporting Requirements                                                    37

ARTICLE VI  

EVENTS OF DEFAULT
6.01.  Events of Default                                                         39

ARTICLE VII  

THE AGENT AND THE ADMINISTRATIVE AGENT
7.01.  Authorization and Action                                                  43
</TABLE>
<PAGE>   3

<TABLE>
<S>    <C>                                                                       <C>
7.02.  Agent's and Administrative Agent's Reliance, Etc.                         43
7.03.  Agent, Administrative Agent and Their Affiliates                          44
7.04.  Lender Credit Decision                                                    44
7.05.  Indemnification of the Agent and the Administrative Agent                 44
7.06.  Successor Agents and Administrative Agents                                45

ARTICLE VIII  

MISCELLANEOUS
8.01.  Amendments, Etc.                                                          46
8.02.  Notices, Etc.                                                             46
8.03.  No Waiver; Remedies                                                       47
8.04.  Costs and Expenses                                                        47
8.05.  Right of Set-off                                                          48
8.06.  Binding Effect                                                            48
8.07.  Assignments and Participations                                            48
8.08.  Execution in Counterparts                                                 51
8.09.  Jurisdiction, Etc.                                                        51
8.10.  Governing Law                                                             52
8.11.  Waiver of Jury Trial                                                      52
8.12.  Confidentiality                                                           52
8.13.  Modification of Financial Tests                                           52
</TABLE>

SCHEDULES

Schedule 2.01(a) - Series A Commitments
Schedule 2.01(b) - Series B Commitments
Schedule 4.01(a) - Stock Ownership of License Subsidiaries
Schedule 4.01(b) - Subsidiaries of Powertel
Schedule 4.01(j) - ERISA Schedule
Schedule 4.01(s) - Material Contracts
Schedule 6.01(o) - Minimum PCS Revenue
Schedule 6.01(q) - Net Worth
Schedule 6.01(s) - Subscribers
Schedule 6.01(t) - Ratio of Consolidated EBITDA to Consolidated Debt Service
Schedule 6.01(u) - Ratio of Consolidated Debt to Annualized Consolidated EBITDA
Schedule 6.01(v) - Maximum Aggregate Capital Expenditures

ANNEXES

Annex A-1
Annex A-2

EXHIBITS

Exhibit A        - Form of Note
Exhibit B        - Form of Notice of Borrowing
Exhibit C        - Form of Borrower Security Agreement
Exhibit D        - Form of Subsidiary Security Agreement
Exhibit E        - Form of Parent Guaranty

<PAGE>   4


Exhibit F         - Form of Subsidiary Guaranty
Exhibit G         - Form of Assignment Agreement
Exhibit H         - Form of Acknowledgment and Consent

<PAGE>   5


                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of February 6, 1998

                  AMENDED AND RESTATED CREDIT AGREEMENT among Powertel PCS,
Inc., a Delaware corporation (formerly known as InterCel PCS Services, Inc. and
Powertel, Inc.) (the "Borrower"), the banks and other financial institutions
listed on the signature pages hereof (collectively, the "Initial Lenders"),
Ericsson Inc. ("Ericsson"), as agent (together with any successor appointed
pursuant to Article VII, the "Agent") for the Lenders (as hereinafter defined),
and National Westminster Bank Plc, as administrative agent (together with any
successor appointed pursuant to Article VII, the "Administrative Agent") for the
Lenders.


PRELIMINARY STATEMENTS:

                  (1) The Borrower has entered into a Credit Agreement dated as
of March 4, 1996, as amended by Amendment No. 1 to the Credit Agreement dated as
of October 31, 1996, by Amendment No. 2 to the Credit Agreement dated as of
March 31, 1997, by Amendment No. 3 to the Credit Agreement dated as of June 26,
1997, by Amendment No. 4 to the Credit Agreement dated as of November 18, 1997,
and by Amendment No. 5 to the Credit Agreement dated as of December 23, 1997 (as
so amended, the "Original Credit Agreement"), with the Initial Lenders referred
to therein and the Agent. The Borrower has requested that the Initial Lenders
amend and restate the Original Credit Agreement on the terms and conditions set
forth in this Agreement and the Initial Lenders have so agreed.

                  (2) Powertel, Inc. is a leading provider of wireless
telecommunications services in the southeastern United States and has acquired
the licenses for the wireless personal communications services ("PCS") in the
major trading areas ("MTA's") of Jacksonville, Florida; Memphis,
Tennessee/Jackson, Mississippi; Birmingham, Alabama; and Atlanta, Georgia, and
in the BTA Markets (as hereinafter defined).

                  (3) The Borrower and Ericsson have entered into a Purchase
Agreement dated as of March 4, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Equipment Purchase Agreement") pursuant to
which the Borrower has agreed, among other things, to purchase equipment and
services from Ericsson for these MTA's pursuant to the terms of the Equipment
Purchase Agreement (the "Ericsson Equipment").

                  (4) In connection with such purchases by the Borrower as
contemplated by the Equipment Purchase Agreement, the Borrower has requested,
and the Initial Lenders have agreed to provide the financing as contemplated
herein on the terms and conditions of this Agreement.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:


<PAGE>   6


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Acknowledgment and Consent" means an Acknowledgment and
         Consent in substantially the form attached hereto as Exhibit H.

                  "Administrative Agent" has the meaning specified in the
         recital of parties to this Agreement.

                  "Administrative Agent's Account" means the account of the
         Administrative Agent maintained by the Administrative Agent with The
         Chase Manhattan Bank in New York City, New York.

                  "Advance" or "Advances" means one or more Series A Advances,
         Series B Advances or any combination thereof.

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling," "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 5% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "Agent" has the meaning specified in the recital of parties to
         this Agreement.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Eurodollar Lending Office.

                  "Applicable Margin" means ***.

                  "Assignment Agreement" means an Assignment Agreement in
         substantially the form attached hereto as Exhibit G.

                  "Atlanta MTA" means the MTA for Atlanta, Georgia.

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the higher of:


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.


<PAGE>   7

                           (a) the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate; ***

                           (b) ***.

                  "Base Rate Advance" means an Advance that bears interest as
         provided in Section 2.05(a)(ii).

                  "Borrower" has the meaning specified in the recital of parties
         to this Agreement.

                  "Borrower Security Agreement" means the security agreement
         entered into between Borrower and the Agent for the benefit of the
         Lenders, substantially in the form attached hereto as Exhibit C.

                  "Borrowing" means a borrowing consisting of either Series A
         Advances or Series B Advances simultaneously made by the Lenders.

                  "BTA Equipment" means any equipment or services purchased by
         the Borrower under the Equipment Purchase Agreement for use in a BTA
         Market.

                  "BTA Markets" means (i) the Basic Trading Areas ("BTAs") of
         Bowling Green-Glasgow, Kentucky; Clarksville, Tennessee-Hopkinsville,
         Kentucky; Cookeville, Tennessee; Corbin, Kentucky; Evansville, Indiana;
         Knoxville, Tennessee; Lexington, Kentucky; Louisville, Kentucky;
         Madisonville, Kentucky; Nashville, Tennessee; Owensboro, Kentucky;
         Paducah-Murray-Mayfield, Kentucky; and Somerset, Kentucky; and (ii)
         such other BTAs as from time to time may be agreed upon by the Required
         Lenders.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York and on which
         dealings are carried on in the London interbank market.

                  "Capital Expenditures" means any payments which are made by a
         Person for, or in connection with, the rental, lease, purchase,
         construction or use of any real or personal property the value or cost
         of which, under GAAP, should be capitalized and appear on such Person's
         balance sheet in the category of property, plant or equipment, without
         regard to the manner in which such payments or the instrument pursuant
         to which they are made are characterized by such Person or any other
         Person.

                  "Capitalized Leases" means all leases that have been or should
         be, in accordance with GAAP, recorded as capitalized leases.

                  "Collateral" means all "Collateral" referred to in the
         Collateral Documents and all other property that is subject to any Lien
         in favor of the Agent for the benefit of the Lenders.

                  "Collateral Documents" means the Borrower Security Agreement
         and the Subsidiary Security Agreements.


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.

<PAGE>   8


                  "Commitment" means, with respect to any Lender, as of any date
         of determination, such Lender's aggregate (a) Series A Commitment and
         (b) Series B Commitment, collectively.

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Conversion", "Convert" and "Converted" each refers to a
         conversion of Eurodollar Rate Advances into Base Rate Advances pursuant
         to Section 2.06(c) and (d).

                  "Current Assets" of any Person means all assets of such Person
         that would, in accordance with GAAP, be classified as current assets of
         a company conducting a business the same as or similar to that of such
         Person, after deducting adequate reserves in each case in which a
         reserve is proper in accordance with GAAP.

                  "Current Liabilities" of any Person means (a) all Debt of such
         Person that by its terms is payable on demand or matures within one
         year after the date of determination (excluding any Debt renewable or
         extendible, at the option of such Person, to a date more than one year
         from such date or arising under a revolving credit or similar agreement
         that obligates the lender or lenders to extend credit during a period
         of more than one year from such date) and (b) all other items
         (including taxes accrued as estimated) that in accordance with GAAP
         would be classified as current liabilities of such Person.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all Obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of such Person's business), (c) all Obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all Obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         Obligations of such Person as lessee under Capitalized Leases, (f) all
         Obligations, contingent or otherwise, of such Person under acceptance,
         letter of credit or similar facilities, (g) all Obligations of such
         Person to purchase, redeem, retire, defease or otherwise make any
         payment in respect of any capital stock of or other ownership or profit
         interest in such Person or any other Person or any warrants, rights or
         options to acquire such capital stock, valued, in the case of
         Redeemable Preferred Stock, at the greater of its voluntary or
         involuntary liquidation preference plus accrued and unpaid dividends,
         (h) all Obligations of such Person in respect of Hedge Agreements, (i)
         all Debt of others referred to in clauses (a) through (h) above or
         clause (j) below guaranteed directly or indirectly in any manner by
         such Person, or in effect guaranteed directly or indirectly by such
         Person through an agreement (i) to pay or purchase such Debt or to
         advance or supply funds for the payment or purchase of such Debt, (ii)
         to purchase, sell or lease (as lessee or lessor) property, or to
         purchase or sell services, primarily for the purpose of enabling the
         debtor to make payment of such Debt or to assure the holder of such
         Debt against loss, (iii) to supply funds to or in any other manner
         invest in the debtor (including any agreement to pay for property or
         services irrespective of whether such property is received or such
         services are rendered)


<PAGE>   9


         or (iv) otherwise to assure a creditor against loss, and (j) all Debt
         referred to in clauses (a) through (i) above of another Person secured
         by (or for which the holder of such Debt has an existing right,
         contingent or otherwise, to be secured by) any Lien on property
         (including, without limitation, accounts and contract rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Debt.

                  "Debt Service" means, for any period, the sum of all principal
         payments scheduled to be made by the Borrower in respect of Debt during
         such period plus Interest Expense for such period.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "EBITDA" means, for any period, the sum, determined on a
         Consolidated basis, without duplication, of (a) net income (or net
         loss), (b) interest expense, (c) income tax expense, (d) depreciation
         expense and (e) amortization expense, in each case of Powertel and its
         Subsidiaries, determined in accordance with GAAP for such period.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender or of Telefonaktiebolaget LM Ericsson; (iii) a commercial bank
         organized under the laws of the United States, or any State thereof,
         and having total assets in excess of $500,000,000; (iv) a savings and
         loan association or savings bank organized under the laws of the United
         States, or any State thereof, and having total assets in excess of
         $500,000,000; (v) a commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development or has concluded special lending
         arrangements with the International Monetary Fund associated with its
         General Arrangements to Borrow, or a political subdivision of any such
         country, and having total assets in excess of $500,000,000, so long as
         such bank is acting through a branch or agency located in the country
         in which it is organized or another country that is described in this
         clause (v); (vi) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and having total assets in excess of $500,000,000; (vii)
         Ericsson Finans AB or any other finance company or financial
         institution engaged in making, purchasing or otherwise investing in
         loans extended by Ericsson or an Affiliate of Ericsson; (viii) a
         partnership, trust or other entity that is engaged in making,
         purchasing or otherwise investing in, or monetizing, commercial loans
         and (ix) any other Person approved by the Administrative Agent and the
         Borrower, such approval not to be unreasonably withheld or delayed;
         provided, however, that neither the Borrower nor any Affiliate of the
         Borrower shall qualify as an Eligible Assignee under this definition.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, writ, judgment,
         injunction, decree or judicial or agency interpretation, policy or
         guidance relating to pollution or protection of the environment,
         health, safety or natural resources, including, without limitation,
         those relating to the use, handling, transportation, treatment,
         storage, disposal, release or discharge of hazardous materials.


<PAGE>   10

                  "Equipment" means all equipment referred to in Section 1(a) of
         the Borrower Security Agreement and the Subsidiary Security Agreements.

                  "Equipment Purchase Agreement" has the meaning specified in
         the third recital to this Agreement.

                  "Ericsson" has the meaning specified in the introductory
         paragraph to this Agreement.

                  "Ericsson Equipment" means, collectively, (a) the equipment
         and services defined as Ericsson Equipment in the third recital to this
         Agreement, and (b) any other equipment or services to be provided by
         Ericsson from time to time under the Equipment Purchase Agreement,
         including without limitation any BTA Equipment.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the controlled group of any Loan Party, or
         under common control with any Loan Party, within the meaning of Section
         414 of the Internal Revenue Code.

                  "Eurocurrency Liabilities" has the meaning specified in
         Regulation D of the Board of Governors of the Federal Reserve System,
         as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of a Lender as such Lender may from time to time specify in
         writing to the Borrower and the Administrative Agent.

                  "Eurodollar Rate" means for any Interest Period, the rate of
         interest per annum equal to the rate per annum obtained by dividing (a)
         the rate for deposits in U.S. dollars for a period equal to such
         Interest Period commencing on the first day of such Interest Period (i)
         appearing on page 3750 of the Telerate service as of 11:00 a.m. (London
         time) two (2) business days prior to the beginning of such Interest
         Period; provided, however, that in the event such rate does not appear
         on page 3750 of the Telerate service (or otherwise on such service),
         such rate shall be the rate per annum equal to the rate at which
         deposits in U.S. dollars are offered by the principal office of
         Citibank, N.A. in London, England to prime banks in the London
         interbank market at 11:00 a.m. (London time) two (2) business days
         before the first day of such Interest Period (rounded upward to the
         nearest 1/16th of 1%), in each case for a period equal to the Interest
         Period by (b) a percentage equal to 100% minus the Eurodollar Rate
         Reserve Percentage for such period.

                  "Eurodollar Rate Advance" means an Advance that bears interest
         as provided in Section 2.05(a)(i).

                  "Eurodollar Rate Reserve Percentage" means the reserve
         percentage applicable two Business Days before the first day of a
         calendar quarter under regulations issued from time to time by the
         Board of Governors of the Federal Reserve System (or any


<PAGE>   11


         successor) for determining the maximum reserve requirement (including,
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to three months.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Facility" means the Series A Facility or the Series B
         Facility.

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day for such
         transactions received by the Administrative Agent from three Federal
         funds brokers of recognized standing selected by it.

                  "Fiscal Year" means a fiscal year of the Borrower and its
         Consolidated Subsidiaries ending on December 31 in any calendar year.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Guarantor" means Powertel, each Operating Subsidiary and each
         License Subsidiary.

                  "Guaranties" means each of the Parent Guaranty and the
         Subsidiary Guaranties.

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "Indemnified Party" has the meaning specified in Section
         8.04(b).

                  "Initial Lenders" has the meaning specified in the
         introductory paragraph to this Agreement.

                  "Interest Expense" means, for any period, the aggregate amount
         of interest, commitment, agency and other fees paid or required to be
         paid in cash by Powertel and its Subsidiaries in respect of all Debt.

                  "Interest Period" means a three-month period.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.


<PAGE>   12


                  "Lenders" means the Initial Lenders and each Person that shall
         become a Lender hereunder pursuant to Section 8.07.

                  "License Subsidiary" means each of Powertel Jacksonville
         Licenses, Inc., Powertel Memphis Licenses, Inc., Powertel Birmingham
         Licenses, Inc., Powertel Atlanta Licenses, Inc., Powertel Nashville
         Licenses, Inc., Powertel Knoxville Licenses, Inc., Powertel Kentucky
         Licenses, Inc. and any other Person established solely for the purpose
         of holding the Licenses now or hereafter acquired or owned by the
         Borrower and its Subsidiaries, which Person shall be a wholly owned
         Subsidiary of the Borrower.

                  "Licenses" means each of the PCS licenses for an MTA or a BTA
         issued by the Federal Communications Commission to the Borrower and its
         Subsidiaries.

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property.

                  "Loan Documents" means (a) this Agreement, (b) the Notes (c)
         the Guaranties and (d) the Collateral Documents, in each case as
         amended or otherwise modified from time to time.

                  "Loan Parties" means the Borrower and each Guarantor.

                  "Margin Stock" has the meaning specified in Regulation U.

                  "Material Adverse Change" means any material adverse change in
         the business, financial condition, operations, properties or prospects
         of the Borrower and its Subsidiaries taken as a whole.

                  "MTA" has the meaning specified in the second recital to this
         Agreement.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, financial condition, operations, properties or
         prospects of the Borrower and its Subsidiaries taken as a whole, (b)
         the rights and remedies of the Agent or any Lender under any Loan
         Document or (c) the ability of any Loan Party to perform its
         Obligations under any Loan Document to which it is a party.

                  "Material Contract" means each contract of the Borrower and
         its Subsidiaries that Powertel or any of its Subsidiaries files with,
         or otherwise discloses to, the Securities and Exchange Commission or
         any governmental authority that may be substituted therefore or with
         any national securities exchange.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.


<PAGE>   13


                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of any Loan Party or any ERISA Affiliate and at least one
         Person other than the Loan Parties and the ERISA Affiliates or (b) was
         so maintained and in respect of which any Loan Party or any ERISA
         Affiliate could have liability under Section 4064 or 4069 of ERISA in
         the event such plan has been or were to be terminated.

                  "Net Cash Proceeds" means, with respect to any sale, lease,
         transfer or other disposition of any asset by any Person, the aggregate
         amount of cash received from time to time (whether as initial
         consideration or through payment or disposition of deferred
         consideration) by or on behalf of such Person in connection with such
         transaction after deducting therefrom only (without duplication) (i)
         reasonable and customary brokerage commissions, underwriting fees and
         discounts, legal fees, finder's fees and other similar fees and
         commissions and (ii) the amount of taxes payable in connection with or
         as a result of such transaction and (iii) the amount of any Debt
         secured by a Lien on such asset that, by the terms of such transaction,
         is required to be repaid upon such disposition, in each case to the
         extent, but only to the extent, that the amounts so deducted are, at
         the time of receipt of such cash, actually paid to a Person that is not
         an Affiliate of such Person or any Loan Party or any Affiliate of any
         Loan Party and are properly attributable to such transaction or to the
         asset that is the subject thereof. Notwithstanding the foregoing, this
         definition of Net Cash Proceeds shall not apply to or include any
         consideration received in connection with (a) any sale, lease, transfer
         or other disposition of any assets in the ordinary course of business
         and (b) the sale or issuance of any Debt or capital stock or other
         ownership or profit interest, any securities convertible into or
         exchangeable for capital stock or other ownership or profit interest or
         any warrants, rights, options or other securities to acquire capital
         stock or other ownership or profit interest by any Person.

                  "Note" means a promissory note of the Borrower payable to the
         order of any Lender, in substantially the form of Exhibit A hereto,
         evidencing the indebtedness of the Borrower to such Lender resulting
         from the Advance made by such Lender.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "Obligation" means, with respect to any Person, any payment,
         performance or other obligation of such Person of any kind, including,
         without limitation, any liability of such Person on any claim, whether
         or not the right of any creditor to payment in respect of such claim is
         reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, disputed, undisputed, legal, equitable, secured or unsecured,
         and whether or not such claim is discharged, stayed or otherwise
         affected by any proceeding referred to in Section 6.01(f).


<PAGE>   14


                  "Operating Subsidiaries" means each of Powertel/Jacksonville,
         Inc., Powertel/Memphis, Inc., Powertel/Birmingham, Inc.,
         Powertel/Atlanta, Inc., Powertel/Kentucky, Inc. and any other Person
         now or hereafter established or acquired as a Subsidiary of the
         Borrower to operate in a BTA Market.

                  "Original Credit Agreement" has the meaning specified in the
         first recital to this Agreement.

                  "Parent Guaranty" means the guaranty executed by Powertel in
         favor of the Agent for the benefit of the Lenders, substantially in the
         form attached hereto as Exhibit E, as amended, supplemented or
         otherwise modified from time to time.

                  "PCS" has the meaning set forth in the second recital to this
         Agreement.

                  "Permitted Liens" means: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         securing obligations that are not overdue for a period of more than ***
         days; (c) pledges or deposits to secure obligations under workers'
         compensation laws or similar legislation or to secure public or
         statutory obligations; and (d) easements, rights of way and other
         encumbrances on title to real property that do not render title to the
         property encumbered thereby unmarketable or materially adversely affect
         the use of such property for its present purposes.

                  "Person" means an individual, partnership, corporation
         (including a business trust), limited liability company, joint stock
         company, trust, unincorporated association, joint venture or other
         entity, or a government or any political subdivision or agency thereof.

                  "Powertel" means Powertel, Inc., a Delaware corporation
         (formerly known as InterCel, Inc.) and the holder of all of the
         outstanding capital stock of the Borrower.

                  "Preferred Stock" means, with respect to any corporation,
         capital stock issued by such corporation that is entitled to a
         preference or priority over any other capital stock issued by such
         corporation upon any distribution of such corporation's assets, whether
         by dividend or upon liquidation.

                  "Prospectus" means (a) the prospectus dated February 1, 1996
         delivered in connection with the issuance of common stock of Powertel
         and (b) the prospectus dated February 1, 1996 delivered in connection
         with the 12% Senior Discount Notes Due 2006 of Powertel.

                  "Redeemable" means, with respect to any capital stock or other
         ownership or profit interest, Debt or other right or Obligation, any
         such right or Obligation that (a) the issuer has undertaken to redeem
         at a fixed or determinable date or dates, whether by operation of a
         sinking fund or otherwise, or upon the occurrence of a condition not
         solely within the control of the issuer or (b) is redeemable at the
         option of the holder.


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.

<PAGE>   15


                  "Register" has the meaning specified in Section 8.07(c).

                  "Regulation U" means Regulation U of the Board of Governors of
         the Federal Reserve System, as in effect from time to time.

                  "Required Lenders" means at any time Lenders owed or holding
         at least 66-2/3% of the sum of (a) the aggregate principal amount of
         the Advances outstanding at such time and (b) the aggregate unused
         Commitments at such time.

                  "Responsible Officer" means the chief financial officer or
         treasurer of any Loan Party.

                  "Restricted Subsidiary" means a Subsidiary that is "Restricted
         Subsidiary" for the purposes of the Indenture dated as of February 7,
         1996 between Powertel, Inc. and Bankers Trust Company as in effect on
         the date hereof.

                  "Revenue" means, for any period, the operating revenue for the
         PCS services of Powertel and its Subsidiaries consisting of operating
         revenue derived from (a) monthly access charges for such services, (b)
         the air time charges for such services, (c) so-called "roaming
         revenue", (d) toll revenue, (e) operator services revenues, (f) the
         installation and connection of equipment, (g) the sale of PCS equipment
         and (h) all other revenues generated from the PCS network of the
         Borrower and the Operating Subsidiaries and infrastructure related
         thereto.

                  "Secured Obligations" has the meaning specified in the
         Collateral Documents.

                  "Secured Parties" means the Administrative Agent, the Agent
         and the Lenders.

                  "Series A Advance" means an Advance made by a Lender to the
         Borrower pursuant to Section 2.01(a) hereof, and "Series A Advances"
         means such Advances of all Lenders in the aggregate.

                  "Series A Commitment" means the commitment of a Lender to make
         Series A Advances pursuant to Section 2.01(a) hereof, and "Series A
         Commitments" means such commitments of all Lenders in the aggregate.

                  "Series A Facility" means, at any time, the aggregate amount
         of the Series A Commitments at such time.

                  "Series B Advance" means an Advance made by a Lender to the
         Borrower pursuant to Section 2.01(b) hereof, and "Series B Advances"
         means all such Advances of all Lenders in the aggregate.

                  "Series B Commitment" means the commitment of a Lender to make
         Series B Advances pursuant to Section 2.01(b) hereof, and "Series B
         Commitments" means such commitments of all Lenders in the aggregate.


<PAGE>   16


                  "Series B Facility" means, at any time, the aggregate amount
         of the Series B Commitments at such time.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of any Loan Party or any ERISA Affiliate and no Person other
         than the Loan Parties and the ERISA Affiliates or (b) was so maintained
         and in respect of which any Loan Party or any ERISA Affiliate could
         have liability under Section 4069 of ERISA in the event such plan has
         been or were to be terminated.

                  "Solvent" and "Solvency" mean, with respect to any Person on a
         particular date, that on such date (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair salable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (c) such Person does not intend to, and does not believe that
         it will, incur debts or liabilities beyond such Person's ability to pay
         such debts and liabilities as they mature and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "Subscriber" means, at any time, those subscribers to the PCS
         services of the Borrower and the Operating Subsidiaries for (i) the
         MTAs of Jacksonville, Florida; Memphis, Tennessee/Jackson, Mississippi;
         Birmingham, Alabama; (ii) the Atlanta MTA; and (iii) the BTA Markets
         (a) who have activated a PCS telephone number for use on the Borrower's
         or an Operating Subsidiary's PCS network for such services, (b) who are
         not ninety days or more past due with respect to any amounts owed to
         the Borrower or such Operating Subsidiaries and (c) who have not given
         any notice of termination.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such partnership, joint
         venture or limited liability company or (c) the beneficial interest in
         such trust or estate, in each case, is at the time directly or
         indirectly owned or controlled by such Person, by such Person and one
         or more of its other Subsidiaries or by one or more of such Person's
         other Subsidiaries.

                  "Subsidiary Guaranties" means each of the guaranties executed
         by each Operating Subsidiary and License Subsidiary in favor of the
         Agent for the benefit of the Lenders, substantially in the form
         attached hereto as Exhibit F, in each case as amended, supplemented or
         otherwise modified from time to time.


<PAGE>   17


                  "Subsidiary Security Agreements" means each of the security
         agreements executed by each of Operating Subsidiaries in favor of the
         Agent for the benefit of the Lenders, substantially in the form
         attached hereto as Exhibit D, in each case as amended, supplemented or
         otherwise modified from time to time.

                  "Termination Date" means the earlier of the fifth anniversary
         of the date of this Agreement and the date of termination in whole of
         the Commitments pursuant to Section 6.01.

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(f) ("GAAP").


<PAGE>   18


                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. Advances. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Borrower herein set forth, each Lender hereby severally agrees to make the
Advances described in subsections 2.01(a) and 2.01(b):

                  (a) Series A Advances. Each Lender having a Series A
         Commitment severally agrees, subject to the terms and conditions
         hereinafter set forth, to make Series A Advances to the Borrower from
         time to time on any Business Day during the period from the date hereof
         until the Termination Date in an aggregate amount not to exceed such
         Lender's Series A Commitment at such time. The original amount of each
         Lender's Series A Commitment is set forth opposite its name on Schedule
         2.01(a) annexed hereto and the aggregate original amount of the Series
         A Commitments is $165,000,000; provided that the Series A Commitment of
         each Lender shall be adjusted to give effect to any assignments of the
         Series A Commitments pursuant to Section 8.07 hereof; and provided
         further that the amount of each Lender's Series A Commitment shall be
         reduced by the amount of each Series A Advance made by such Lender.
         Each Borrowing made under this Section 2.01(a) shall consist of Series
         A Advances made simultaneously by the Lenders having Series A
         Commitments ratably according to their Series A Commitments. Amounts
         borrowed under this Section 2.01(a) and repaid or prepaid may not be
         reborrowed.

                  (b) Series B Advances. Each Lender having a Series B
         Commitment severally agrees, subject to the terms and conditions
         hereinafter set forth, to make Series B Advances to the Borrower from
         time to time on any Business Day during the period from the date hereof
         until the Termination Date in an aggregate amount not to exceed such
         Lender's Series B Commitment at such time. The original amount of each
         Lender's Series B Commitment is set forth opposite its name on Schedule
         2.01(b) annexed hereto and the aggregate original amount of the Series
         B Commitment is $100,000,000; provided that the Series B Commitment of
         each Lender shall be adjusted to give effect to any assignments of the
         Series B Commitments pursuant to Section 8.07 hereof; and provided
         further that the amount of each Lender's Series B Commitment shall be
         reduced by the amount of each Series B Advance made by such Lender.
         Each Borrowing under this Section 2.01(b) shall consist of Series B
         Advances made simultaneously by the Lenders having Series B Commitments
         ratably according to their Series B Commitments. Amounts borrowed under
         this Section 2.01(b) and repaid or prepaid may not be reborrowed.
         Notwithstanding anything herein to the contrary, no Series B Advances
         shall be made hereunder until the full amount of all Advances available
         under the Series A Commitments have been drawn. The Series B
         Commitments and the Series B Advances thereunder shall be pari passu
         with the Series A Commitments and the Series A Advances, respectively,
         and all Commitments and Advances shall be subject to and made in
         accordance with the terms of this Agreement.

                  SECTION 2.02. Making the Advances. (a) Each Borrowing shall be
in a minimum amount of $5,000,000 and shall be made on notice, given not later
than 11:00 A.M.


<PAGE>   19

(New York City time) on the third Business Day prior to the date of the proposed
Borrowing to the Administrative Agent, which shall give to each Lender prompt
notice thereof by telex or telecopier. Each such notice of a Borrowing (a
"Notice of Borrowing") shall be deemed a request by the Borrower to finance the
payment of an invoice or invoices delivered by Ericsson pursuant to the
Equipment Purchase Agreement. Each Notice of Borrowing shall be by telephone,
confirmed immediately in writing, or telex or telecopier, in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) aggregate amount of such Borrowing, and (iii) identifying the
invoices to be financed with the proceeds of such Borrowing; provided that if
the Borrower elects to pay an invoice and subsequently finance such invoice with
a Borrowing, such Borrowing must occur within ninety days of the date of the
invoice being financed. Each Lender shall, before 11:00 A.M. (New York City
time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of such
Borrowing in accordance with the respective Commitments of such Lender and the
other Lenders. After the Administrative Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower as directed
in the Notice of Borrowing. The Borrower hereby expressly agrees that the
obligation of the Borrower to make any payments under this Agreement shall be
unconditional and absolute irrespective of any claim, set-off, defense or other
right that the Borrower may have at any time under the Equipment Purchase
Agreement and the rights and obligations of the Borrower thereunder are separate
and independent from this Agreement.

                  (b) Each Notice of Borrowing shall be irrevocable and binding
on the Borrower. The Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in Article III, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund the Advance to be made by such Lender as part of such
Borrowing when such Advance, as a result of such failure, is not made on such
date.

                  (c) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay or pay to the Administrative
Agent forthwith on demand such corresponding amount and to pay interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid or paid to the Administrative Agent, at the
interest rate applicable at such time under Section 2.05 to Advances comprising
such Borrowing. If such Lender shall pay to the Administrative Agent such
corresponding amount, such amount so paid shall constitute such Lender's Advance
as part of such Borrowing for all purposes.


<PAGE>   20


                  (d) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  SECTION 2.03. Repayment of Advances. (a) The Borrower shall
repay to the Administrative Agent, for the ratable account of the Lenders, in
*** provided, however, that the last such installment shall be an amount
necessary to repay in full the unpaid principal amount of all Advances.

         (b)      The aggregate amount of the Advances made in each calendar 
year shall have the same amortization schedule, as contemplated in subsection
(a) above. If requested by any Lender from time to time, the Borrower agrees to
execute (i) a Note, in form and substance substantially the same as Exhibit A
hereto, in the aggregate amount of the Advances made in any calendar year and
reflecting the specific amortization schedule for such Advances and (ii) an
additional Note or Notes in the aggregate amount of any other Advances payable
to such Lenders and such Lender's unused Commitment. Upon the delivery of such
Notes, the Lender shall surrender to the Borrower the Note payable to such
Lender which had included the amount of the Advances made in such calendar year.

                  SECTION 2.04. Prepayments. (a) Optional. The Borrower may,
upon at least three Business Days' notice to the Administrative Agent stating
the proposed date and aggregate principal amount of the prepayment, and if such
notice is given the Borrower shall, prepay at the end of the calendar quarter
the outstanding aggregate principal amount of the Advances in whole or ratably
in part, together with accrued interest to the date of such prepayment on the
aggregate principal amount prepaid. Each such prepayment (i) shall be applied
pro rata between the outstanding Series A Advances and Series B Advances; and
(ii) shall be applied to reduce the scheduled principal installments of such
Advances due pursuant to Section 2.03 hereof (x) first in inverse order of
maturity to installments due after December 31, 2005 to the full extent thereof
and (y) second ratably to installments due on or before December 31, 2005.


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.

<PAGE>   21


                  (b) Mandatory. (i) No later than the first Business Day
following the date of receipt by the Borrower or any of its Subsidiaries of any
Net Cash Proceeds in excess of $5,000,000 in any 12 consecutive month period
("Excess Net Cash Proceeds"), the Borrower shall prepay the Advances in an
aggregate amount equal to such Excess Net Cash Proceeds. Notwithstanding the
foregoing, as long as no Default shall have occurred and be continuing, the
Borrower shall not be required to make any mandatory prepayment pursuant to this
Subsection 2.04(b)(i) to the extent the Excess Net Cash Proceeds are reinvested
in productive assets used by the Borrower and its Subsidiaries in the conduct of
its business within 180 days from the date of receipt thereof. If upon receipt
of any Excess Net Cash Proceeds, the Borrower elects to reinvest the Excess Net
Cash Proceeds as permitted under this Subsection 2.04(b)(i), (1) no later than
the first Business Day following receipt of such Excess Net Cash Proceeds, the
Borrower shall deliver an officers' certificate to the Administrative Agent
demonstrating the derivation of such Excess Net Cash Proceeds and certifying the
portion of such proceeds which the Borrower elects to reinvest in productive
assets and certifying that no Default shall have occurred and be continuing and
(2) upon the expiration of 180 days after the date of receipt of the Excess Net
Cash Proceeds certified as being scheduled for reinvestment, the Borrower shall
deliver to the Administrative Agent an officers' certificate indicating the
amount of Excess Net Cash Proceeds reinvested as of such date, the assets in
which such Excess Net Cash Proceeds have been reinvested, and the amount of any
remaining Excess Net Cash Proceeds which shall be applied to prepay the Advances
as set forth in this Subsection 2.04(b)(i).

                  (ii)  The Borrower shall prepay (A) all outstanding Advances,
upon the termination of the Equipment Purchase Agreement as a result of a
default thereunder by the Borrower and (B) all or a portion of the Advances
which corresponds to the amount of any refund required to be made by Ericsson in
accordance with the terms of the Equipment Purchase Agreement.

                  (iii) All prepayments under this Section 2.04(b) shall be made
together with accrued interest to the date of such prepayment on the aggregate
principal amount prepaid and shall be applied pro rata between the outstanding
Series A Advances and Series B Advances and shall be applied to reduce the
scheduled principal installments of such Advances due pursuant to Section 2.03
hereof in inverse order of maturity.

                  SECTION 2.05. Interest. (a) Scheduled Interest. (i) The
Borrower shall pay interest on the unpaid principal amount of each Advance owing
to each Lender from the date of such Advance until such principal amount shall
be paid in full, at a rate per annum equal at all times during each Interest
Period to the sum of (A) the then applicable Eurodollar Rate plus (B) the
Applicable Margin, payable in arrears on the last day of each Interest Period.

                  (ii) In the event that a Eurodollar Rate Advance is Converted
into a Base Rate Advance in accordance with Section 2.06(c) or (d) or any Base
Rate Advance is made, the Borrower shall pay interest on the unpaid principal
amount of such Base Rate Advance owing to each Lender from the date of such Base
Rate Advance until such principal amount shall be paid in full, at a rate per
annum equal at all times to the Base Rate in effect from time to time plus ***
payable in arrears on the last day of each calendar quarter.

<PAGE>   22


                  (b) Default Interest. Upon the occurrence and during the
continuance of a Default, the Borrower shall pay interest on (i) the unpaid
principal amount of each Advance owing to each Lender and (ii) to the fullest
extent permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum then required to be paid on
Advances.

                  (c) Notice of Interest Rate. The Administrative Agent shall
determine the applicable Eurodollar Rate two Business Days before the first day
of each Interest Period after the date hereof and shall give the Borrower and
each Lender notice of the applicable interest rate determined by the
Administrative Agent for purposes of clause (a) as soon as possible after the
determination thereof.

                  (d) Compensation for Breakage or Noncommencement of Interest
Periods. The Borrower shall compensate each Lender, upon request of that Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by that
Lender to lenders of funds borrowed by it to make or carry its Advances and any
loss, expense or liability sustained by that Lender in connection with the
liquidation or reemployment of such funds) which that Lender may sustain (i) if
for any reason (other than a default by that Lender) a borrowing of any Advances
bearing interest at the Eurodollar Rate does not occur on a date specified
therefor in a Notice of Borrowing or a telephonic request for borrowing, (ii) if
any prepayment (including prepayments pursuant to Section 2.04(b)) or other
principal payment of any Advance bearing interest at the Eurodollar Rate occurs
on a date prior to the last day of an Interest Period applicable to that
Advance, (iii) if any prepayment of an Advance bearing interest at the
Eurodollar Rate is not made on any date specified in a notice of prepayment
given by the Borrower, or (iv) as a consequence of any other default by the
Borrower in the repayment of any Advances bearing interest at the Eurodollar
Rate when required by the terms of this Agreement.

                  SECTION 2.06. Increased Costs, Etc. (a) If, due to either (i)
the introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or of
making, funding or maintaining Eurodollar Rate Advances and (ii) changes in the
basis of taxation of overall net income or overall gross income by the United
States or by the foreign jurisdiction or state under the laws of which such
Lender is organized or has its Applicable Lending Office or any political
subdivision thereof), then the Borrower shall from time to time, within 15 days
after demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost;
provided, however, that a Lender claiming additional amounts under this Section
2.06(a) agrees to use reasonable efforts (consistent with its internal policy
and legal and regulatory restrictions) to designate a different Applicable
Lending Office if the making of such a designation would avoid the need for, or
reduce the amount of, such increased cost that may thereafter accrue and would
not, in the reasonable judgment of such Lender, be otherwise disadvantageous to
such Lender. Within 45 days after a Lender obtains knowledge of an increased
cost, such Lender shall notify the Borrower of the occurrence thereof and, as
soon as practicable thereafter, deliver to the


<PAGE>   23


Borrower a certificate setting out in reasonable detail the basis on which a
claim for increased cost is based, which certificate shall be conclusive and
binding for all purposes, absent manifest error.

                  (b) If any Lender reasonably determines that compliance with
any law or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend and other commitments of such type, then, within 15 days after demand by
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to the Administrative Agent for the account of such Lender,
from time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender in the light of such circumstances, to the extent that
such Lender reasonably determines such increase in capital to be allocable to
the existence of such Lender's commitment to lend hereunder. Within 45 days
after a Lender obtains knowledge of an increased cost, such Lender shall notify
the Borrower of the occurrence thereof and, as soon as practicable thereafter,
deliver to the Borrower a certificate setting out in reasonable detail the basis
on which such claim for increased cost is based, which certificate shall be
conclusive and binding for all purposes, absent manifest error.

                  (c) If the Required Lenders notify the Administrative Agent
that the Eurodollar Rate for such Advances will not adequately reflect the cost
to such Lenders of making, funding or maintaining their Eurodollar Rate
Advances, the Administrative Agent shall forthwith so notify the Borrower and
the Lenders in writing, whereupon (i) each such Eurodollar Rate Advance will
automatically Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders have determined
that the circumstances causing such suspension no longer exist; provided,
however, the Lenders shall be obligated to make Base Rate Advances subject to
the terms and conditions hereof during the period that Eurodollar Rate Advances
shall be suspended.

                  (d) Notwithstanding any other provision of this Agreement, if
the introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make Eurodollar Rate Advances shall be suspended
until the Administrative Agent shall notify the Borrower that such Lender has
determined that the circumstances causing such suspension no longer exist;
provided, however, that, before making any such demand, such Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Eurodollar Lending Office if
the making of such a designation would allow such Lender or its Eurodollar
Lending Office to continue to perform its obligations to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances and would
not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender; provided further the Lenders shall be


<PAGE>   24

obligated to make Base Rate Advances subject to the terms and conditions hereof
during the period that Eurodollar Rate Advances shall be suspended.

                  SECTION 2.07. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes, irrespective of any right
of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on
the day when due in U.S. dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds. The Administrative Agent will
promptly thereafter cause like funds to be distributed (i) if such payment by
the Borrower is in respect of principal, interest or any other Obligation then
payable hereunder and under the Notes to more than one Lender, to such Lenders
for the account of their respective Applicable Lending Offices ratably in
accordance with the amounts of such respective Obligations then payable to such
Lenders and (ii) if such payment by the Borrower is in respect of any Obligation
then payable hereunder to one Lender, to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement.

                  (b) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or, in the
case of a Lender, under the Note held by such Lender, to charge from time to
time against any or all of the Borrower's accounts with such Lender any amount
so due.

                  (c) All computations of interest shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest is payable. Each determination
by the Administrative Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest; provided, however,
that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made in the next calendar month, such payment
shall be made on the next preceding Business Day.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to any Lender
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender on
such due date an amount equal to the amount then due such Party. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each such Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

                  SECTION 2.08. Tax Forms. Each Lender shall, on or prior to the
date of its execution and delivery of this Agreement in the case of each Initial
Lender and on the date of


<PAGE>   25


any assignment pursuant to Section 8.07, and from time to time thereafter as
requested in writing by the Administrative Agent (but only so long thereafter as
such Lender remains lawfully able to do so), provide the Administrative Agent
with two original Internal Revenue Service forms 1001 or 4224 or (in the case of
a Lender that has certified in writing to the Administrative Agent that it is
not a "bank" as defined in Section 881(c)(3)(A) of the Internal Revenue Code)
form W-8 (and, if such Lender delivers a form W-8, a certificate representing
that such Lender is not a "bank" for purposes of Section 881(c) of the Internal
Revenue Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Internal Revenue Code) of the Borrower and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Internal Revenue Code)) or form W-9, as appropriate, or
any successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments pursuant to this Agreement or the
Notes or, in the case of a Lender providing a form W-8, certifying that such
Lender is a foreign corporation, partnership, estate or trust or in the case of
a Lender providing a form W-9, certifying that such Lender is a domestic
corporation, partnership estate or trust. If any form or document referred to in
this Section 2.08 requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form 1001 or, 4224 or W-8 or W-9 (or the related
certificate described above), that the Lender reasonably considers to be
confidential, the Lender shall give notice thereof to the Administrative Agent
and shall not be obligated to include in such form or document such confidential
information.

                  SECTION 2.09. Sharing of Payments, Etc. If any Lender shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) (a) on account of Obligations
due and payable to such Lender hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lenders hereunder and
under the Notes at such time) of payments on account of the Obligations due and
payable to all Lenders hereunder and under the Notes at such time obtained by
all of the Lenders at such time or (b) on account of Obligations owing (but not
due and payable) to such Lender hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations owing to such Lender at such time to (ii) the aggregate amount
of the Obligations owing (but not due and payable) to all Lenders hereunder and
under the Notes at such time) of payments on account of the Obligations owing
(but not due and payable) to all Lenders hereunder and under the Notes at such
time obtained by all of the Lenders at such time, such Lender shall forthwith
purchase from the other Lenders such participations in the Obligations due and
payable or owing to them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each other
Lender shall be rescinded and each such other Lender shall repay to the
purchasing Lender the purchase price to the extent of such Lender's ratable
share (according to the proportion of (i) the purchase price paid to such Lender
to (ii) the aggregate purchase price paid to all Lenders) of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such other Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.09 may, to


<PAGE>   26


the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  SECTION 2.10. Use of Proceeds. The proceeds of the Series A
Advances and Series B Advances shall be available (and the Borrower agrees that
it shall use such proceeds) solely to purchase the Ericsson Equipment in
accordance with the terms of the Equipment Purchase Agreement for use in (i) the
MTAs of Jacksonville, Florida; Memphis, Tennessee/Jackson, Mississippi; and
Birmingham, Alabama; (ii) the Atlanta MTA; and (iii) the BTA Markets; provided
that the proceeds of the Series B Advances shall be available (and the Borrower
agrees that it shall use such proceeds) for use in any BTA Market only upon the
satisfaction of the conditions precedent set forth in Section 3.05 hereof.


                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness. The
effectiveness of the amendment and restatement of the Original Credit Agreement
is subject to the satisfaction of the following conditions precedent:

                  (a) each of the Borrower, the Agent, the Administrative Agent
         and the Required Lenders shall have executed and delivered to the Agent
         counterparts of this Agreement;

                  (b) each of the Guarantors and Ericsson shall have executed
         and delivered to the Agent an Acknowledgment and Consent;

                  (c) Powertel shall have executed and delivered to the Agent
         the Parent Guaranty;

                  (d) each of the following representations and warranties of
         the Borrower shall be true, correct and complete on and as of the date
         hereof:

                                    (i) The execution, delivery and performance
                  by the Borrower of this Agreement and the other Loan Documents
                  to which it is a party are within the Borrower's corporate
                  powers, have been duly authorized by all necessary corporate
                  action and do not (i) contravene the Borrower's charter or
                  bylaws, (ii) violate any law, rule or regulation (including,
                  without limitation, Regulation X of the Board of Governors of
                  the Federal Reserve System), or any order, writ, judgment,
                  injunction, decree, determination or award, binding on or
                  affecting the Borrower or any of its Subsidiaries or any of
                  their properties, the effect of which would have a Material
                  Adverse Effect, or (iii) conflict with or result in the breach
                  of, or constitute a default under, any contract, loan
                  agreement, indenture, mortgage, deed of trust, lease or other
                  instrument binding on or affecting the Borrower, or any of its
                  Subsidiaries or any of their properties except where such
                  conflict would not have a Material Adverse Effect;

<PAGE>   27


                                    (ii) No authorization or approval or other
                  action by, and no notice to or filing with, any governmental
                  authority or regulatory body or any other third party is
                  required for the due execution, delivery or performance by the
                  Borrower of this Agreement or any of the Loan Documents to
                  which it is a party;

                                    (iii) This Agreement has been duly executed
                  and delivered by the Borrower. This Agreement and each of the
                  other Loan Documents to which the Borrower is a party are
                  legal, valid and binding obligations of the Borrower
                  enforceable against the Borrower in accordance with their
                  respective terms;

                                    (iv) The representations and warranties
                  contained in Article IV of this Agreement are true, correct
                  and complete in all material respects on and as of the
                  effective date hereof to the same extent as though made on and
                  as of that date, except to the extent such representations and
                  warranties specifically relate to an earlier date, in which
                  case they were true, correct and complete in all material
                  respects on and as of such earlier date; and

                                    (v) No event has occurred and is continuing
                  or will result from the consummation of the transactions
                  contemplated by this Agreement that would constitute a
                  Default; and

                  (e) the Agent shall have received such other approvals or
         documents as the Agent or any Lender (through the Agent) may reasonably
         request.

                  SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make an Advance pursuant to Section 2.01, and the
right of the Borrower to request a Borrowing, shall be subject to the further
conditions precedent that on the date of such Borrowing (a) the following
statements shall be true and the acceptance by the Borrower of the proceeds of
such Borrowing shall constitute a representation and warranty by the Borrower
that both on the date of such notice and on the date of such Borrowing such
statements are true):

                  (i) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of such date,
         before and after giving effect to such Borrowing and to the application
         of the proceeds therefrom, as though made on and as of such date other
         than any such representations or warranties that, by their terms, refer
         to a specific date other than the date of such Borrowing, in which case
         as of such specific date;

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom,
         that constitutes a Default; and

                  (iii) the proceeds of each Borrowing shall be used to pay the
invoices identified in the Borrowing Notice; and


<PAGE>   28

                  (b) the Administrative Agent shall have received such other
approvals or documents as any Lender through the Administrative Agent may
reasonably request.

                  SECTION 3.03. [Intentionally Omitted].

                  SECTION 3.04. Determinations Under Sections 3.01 and 3.05. For
purposes of determining compliance with the conditions specified in Sections
3.01 or 3.05, as the case may be, each Lender shall be deemed to have consented
to, approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless, in the case of Section 3.01, an officer of
the Agent or, in the case of Section 3.05, an officer of the Administrative
Agent, responsible for the transactions contemplated by the Loan Documents shall
have received notice from such Lender specifying its objection thereto prior to
(a) the effectiveness of the amendment and restatement of the Original Credit
Agreement (in the case of a determination under Section 3.01) or (b) an
applicable Borrowing under the Series B Facility (in the case of a determination
under Section 3.05); provided that with respect to any such Borrowing under the
Series B Facility, such Lender shall not have made available to the
Administrative Agent such Lender's ratable portion of such Borrowing.

                  SECTION 3.05. Conditions Precedent to Series B Advances. The
obligations of the Lenders having Series B Commitments to make Series B Advances
to the Borrower pursuant to Section 2.01(b) to purchase BTA Equipment for use in
any BTA Market pursuant to the Equipment Purchase Agreement shall be subject in
addition to the conditions set forth in Section 3.02 to the following conditions
precedent:

                  (a) each Operating Subsidiary for each BTA Market for which
         BTA Equipment is being purchased shall have duly executed a Subsidiary
         Guaranty and a Subsidiary Security Agreement;

                  (b) each License Subsidiary holding a License for the BTA
         Market for which BTA Equipment is being purchased shall have duly
         executed a Subsidiary Guaranty; and

                  (c) the Administrative Agent shall have received the following
         items from each Subsidiary becoming a Loan Party pursuant to clause (a)
         or (b) of this Section 3.05:

                                    (A) certified copies of the resolutions of
                  the Board of Directors of each such Subsidiary approving this
                  Agreement, the Notes, each other Loan Document to which it is
                  a party, and of all documents evidencing other necessary
                  corporate action and governmental and other third party
                  approvals and consents, if any, with respect to this
                  Agreement, the Notes and each other Loan Document;

                                    (B) a copy of the charter of such Subsidiary
                  and each amendment thereto, certified (as of a date reasonably
                  near the date of the Borrowing) by the Secretary of State of
                  the jurisdiction of its incorporation as being a true and
                  correct copy thereof;


<PAGE>   29


                                    (C) a copy of a certificate of the Secretary
                  of State of the jurisdiction of its incorporation, dated
                  reasonably near the date of the Borrowing, listing the charter
                  of such Subsidiary and each amendment thereto on file in his
                  office and certifying that (1) such amendments are the only
                  amendments to such Subsidiary's charter on file in his office,
                  (2) such Subsidiary has paid all franchise taxes to the date
                  of such certificate, and (3) such Subsidiary is duly
                  incorporated and in good standing under the laws of the State
                  of the jurisdiction of its incorporation;

                                    (D) a copy of a certificate of the Secretary
                  of State of the jurisdiction of its incorporation, dated
                  reasonably near the date of the Borrowing, stating that such
                  Subsidiary is duly qualified and in good standing as a foreign
                  corporation in such State and has filed all annual reports
                  required to be filed to the date of such certificate;

                                    (E) a certificate of the Secretary or an
                  Assistant Secretary of such Subsidiary certifying the names
                  and true signatures of the officers of such Subsidiary
                  authorized to sign this Agreement, the Notes and each other
                  Loan Document to which it is or is to be a party and the other
                  documents to be delivered hereunder and thereunder; and

                                    (F) a Subsidiary Security Agreement with
                  respect to each Operating Subsidiary referred to in clause (a)
                  above, duly executed by such Operating Subsidiary in favor of
                  the Agent for the benefit of the Lenders, together with the
                  following items:

                                (1) certificates representing the Pledged
                           Shares referred to therein accompanied by undated
                           stock powers executed in blank;

                                (2) acknowledgment copies of proper
                           financing statements, duly filed on or before the day
                           of such Borrowing under the Uniform Commercial Code
                           of all jurisdictions that the Administrative Agent
                           may deem necessary or desirable in order to perfect
                           and protect the first priority liens and security
                           interests created under such Subsidiary Security
                           Agreement, covering the Collateral described in such
                           Subsidiary Security Agreement;

                                (3) completed requests for information,
                           dated on or before the date of the Borrowing, listing
                           the financing statements referred to in subparagraph
                           (2) above and all other effective financing
                           statements filed in the jurisdictions referred to in
                           subparagraph (2) above that name the Borrower or any
                           other Loan Party as debtor, together with copies of
                           such other financing statements;

                                (4) evidence of the insurance required by
                           the terms of such Subsidiary Security Agreements;


<PAGE>   30


                                (5) consents and agreements of lessors and
                           other third parties, and such estoppel letters and
                           other confirmations, as the Administrative Agent may
                           deem necessary or desirable;

                                (6) evidence that all other action that the
                           Administrative Agent may deem necessary or desirable
                           in order to perfect and protect the first priority
                           liens and security interests created under such
                           Subsidiary Security Agreement has been taken; and

                                (7) a favorable opinion of local counsel to
                           the Borrower, acceptable to the Administrative Agent,
                           in jurisdictions in which the Equipment is located,
                           in form and substance reasonably satisfactory to the
                           Lenders and as to such other matters as any Lender
                           through the Administrative Agent may reasonably
                           request; and

                  (d)      the Administrative Agent shall have received an 
         opinion of counsel to each Subsidiary becoming a Loan Party pursuant to
         clause (a) or (b) of this Section 3.05 and the Collateral Documents and
         Guaranties delivered hereunder on behalf of such Loan Parties, in form
         and substance reasonably satisfactory to the Administrative Agent.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) Each Loan Party (i) is a corporation duly organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, (ii) is duly qualified and in good
         standing as a foreign corporation in each other jurisdiction in which
         it owns or leases property or in which the conduct of its business
         requires it to so qualify or be licensed except where the failure to so
         qualify or be licensed would not have a Material Adverse Effect and
         (iii) has all requisite corporate power and authority (including,
         without limitation, all material governmental licenses, permits and
         other approvals) to own or lease and operate its properties and to
         carry on its business as now conducted and as proposed to be conducted.
         All of the outstanding capital stock of the License Subsidiaries has
         been validly issued, is fully paid and non-assessable and is owned by
         each of the Operating Subsidiaries in the amounts specified on Schedule
         4.01(a) free and clear of all Liens, except those created under the
         Collateral Documents.

                  (b) Set forth on Schedule 4.01(b) hereto is a complete and
         accurate list of all Subsidiaries of Powertel, showing as of the date
         hereof (as to each such Subsidiary) the jurisdiction of its
         incorporation, the number of shares of each class of capital stock
         authorized, and the number outstanding, on the date hereof and the
         percentage of the outstanding shares of each such class owned (directly
         or indirectly) by Powertel and the number of shares covered by all
         outstanding options, warrants, rights of conversion or purchase and
         similar rights at the date hereof. All of the outstanding capital stock
         of all


<PAGE>   31


         of such Subsidiaries has been validly issued, is fully paid and
         non-assessable and all of the outstanding capital stock of the
         Operating Subsidiaries and the License Subsidiaries is owned by the
         Borrower or one or more of its Subsidiaries free and clear of all
         Liens, except those created under the Loan Documents. Each such
         Subsidiary (i) is a corporation duly organized, validly existing and in
         good standing under the laws of the jurisdiction of its incorporation,
         (ii) is duly qualified and in good standing as a foreign corporation in
         each other jurisdiction in which it owns or leases property or in which
         the conduct of its business requires it to so qualify or be licensed
         except where the failure to so qualify or be licensed would not have a
         Material Adverse Effect and (iii) has all requisite corporate power and
         authority (including, without limitation, all material governmental
         licenses, permits and other approvals) to own or lease and operate its
         properties and to carry on its business as now conducted and as
         proposed to be conducted.

                  (c) The execution, delivery and performance by each Loan Party
         of this Agreement, the Notes and each other Loan Document to which it
         is a party and the other transactions contemplated hereby, are within
         such Loan Party's corporate powers, have been duly authorized by all
         necessary corporate action, and do not (i) contravene such Loan Party's
         charter or bylaws, (ii) violate any law, rule, regulation, order, writ,
         judgment, injunction, decree, determination or award the effect of
         which would have a Material Adverse Effect, (iii) conflict with or
         result in the breach of, or constitute a default under, any contract,
         loan agreement, indenture, mortgage, deed of trust, lease or other
         instrument binding on or affecting any Loan Party or any of their
         respective properties or (iv) except for the Liens created under the
         Loan Documents, result in or require the creation or imposition of any
         Lien upon or with respect to any of the properties of any Loan Party or
         any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in
         violation of any such law, rule, regulation, order, writ, judgment,
         injunction, decree, determination or award or in breach of any such
         contract, loan agreement, indenture, mortgage, deed of trust, lease or
         other instrument, the violation or breach of which could have a
         Material Adverse Effect.

                  (d) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for (i) the due execution,
         delivery, recordation, filing or performance by any Loan Party of this
         Agreement, the Notes and any other Loan Document to which it is a party
         or the other transactions contemplated hereby, (ii) the grant by any
         Loan Party of the Liens granted by it pursuant to the Collateral
         Documents, (iii) the perfection or maintenance of the Liens created by
         the Collateral Documents (including the first priority nature thereof)
         or (iv) the exercise by the Agent, the Administrative Agent or any
         Lender of its rights under the Loan Documents or the remedies in
         respect of the Collateral pursuant to the Collateral Documents.

                  (e) This Agreement has been, and each of the Notes and each
         other Loan Document when executed and delivered hereunder will have
         been, duly executed and delivered by each Loan Party party thereto.
         This Agreement is, and each of the Notes and each other Loan Document
         when executed and delivered hereunder will be, the legal, valid and
         binding obligation of each Loan Party party thereto, enforceable
         against such Loan Party in accordance with its terms.

<PAGE>   32


                  (f) The Consolidated balance sheets of Powertel and its
         Subsidiaries as at December 31, 1994, and the related Consolidated
         statements of income and Consolidated statement of cash flows of
         Powertel and its Subsidiaries for the fiscal year then ended,
         accompanied by an opinion of Arthur Andersen LLP, independent public
         accountants or other independent public accountants of regional or
         national recognized standing acceptable to the Required Lenders, and
         the Consolidated balance sheets of Powertel and its Subsidiaries as at
         September 30, 1995, and the related Consolidated statements of income
         and Consolidated statement of cash flows of Powertel and its
         Subsidiaries for the nine months then ended, duly certified by the
         chief financial officer of Powertel, copies of which have been
         furnished to each Lender, fairly present, subject, in the case of said
         balance sheets as at September 30, 1995, and said statements of income
         and cash flows for the nine months then ended, to year-end audit
         adjustments, the Consolidated financial condition of Powertel and its
         Subsidiaries as at such dates and the Consolidated results of the
         operations of Powertel and its Subsidiaries for the periods ended on
         such dates, all in accordance with generally accepted accounting
         principles applied on a consistent basis, and since December 31, 1994,
         there has been no Material Adverse Change.

                  (g) No information, exhibit or report furnished by any Loan
         Party to the Agent, the Administrative Agent or any Lender in
         connection with the negotiation of the Loan Documents or pursuant to
         the terms of the Loan Documents contained any untrue statement of a
         material fact or omitted to state a material fact necessary to make the
         statements made therein not misleading.

                  (h) There is no action, suit, investigation, litigation or
         proceeding affecting any Loan Party or any of its Subsidiaries,
         including any Environmental Action, pending or threatened before any
         court, governmental agency or arbitrator that (i) if adversely
         determined would have a Material Adverse Effect or (ii) purports to
         affect the legality, validity or enforceability of this Agreement, any
         Note or any other Loan Document or the consummation of the transactions
         contemplated hereby.

                  (i) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock, and no
         proceeds of any Advance will be used to purchase or carry any Margin
         Stock or to extend credit to others for the purpose of purchasing or
         carrying any Margin Stock.

                  (j) Neither the Borrower nor any of its ERISA Affiliates
         maintains or contributes to, or has maintained or contributed to, any
         Single Employer Plan, Multiemployer Plan or Multiple Employer Plan,
         other than as disclosed on Schedule 4.01(j) hereto and as to which
         aggregate Liability of the Borrower and its ERISA Affiliates shall not
         exceed $1,000,000.

                  (k) Neither the business nor the properties of any Loan Party
         or any of its Subsidiaries are affected by any fire, explosion,
         accident, strike, lockout or other labor dispute, drought, storm, hail,
         earthquake, embargo, act of God or of the public enemy or other
         casualty (whether or not covered by insurance) that could reasonably be
         expected to have a Material Adverse Effect.

<PAGE>   33

                  (l) The operations and properties of each Loan Party and each
         of its Subsidiaries comply in all material respects with all applicable
         Environmental Laws and no circumstances exist, no event or condition
         has occurred and is continuing with respect to the Borrower or any of
         its Subsidiaries relating to compliance with any Environmental Laws or
         any release of hazardous materials which, individually or in the
         aggregate, has had or will have a Material Adverse Effect, and no
         circumstances exist that could cause any property of any Loan Party or
         any Subsidiary thereof to be subject to any restrictions on ownership,
         occupancy, use or transferability under any Environmental Law except
         where the failure to so comply would not have a Material Adverse
         Effect.

                  (m) Neither any Loan Party nor any of its Subsidiaries is a
         party to any indenture, loan or credit agreement or any lease or other
         agreement or instrument or subject to any charter or corporate
         restriction that could reasonably be expected to have a Material
         Adverse Effect.

                  (n) The Collateral Documents create a valid first priority
         security interest in the Collateral, securing the payment of the
         Secured Obligations, and all filings and other actions necessary or
         desirable to perfect and protect such security interest have been duly
         taken. The Loan Parties are the legal and beneficial owners of the
         Collateral free and clear of any Lien, except for the liens and
         security interests created or permitted under the Loan Documents.

                  (o) Each Loan Party and each of its Subsidiaries and
         Affiliates has filed, has caused to be filed or has been included in
         all tax returns (Federal, state, local and foreign) required to be
         filed and has paid all taxes shown thereon to be due, together with
         applicable interest and penalties, except for taxes being contested in
         good faith and against which appropriate reserves are being maintained.

                  (p) Neither any Loan Party nor any of its Subsidiaries is an
         "investment company," or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company," as such terms are
         defined in the Investment Company Act of 1940, as amended. Neither the
         making of any Advances, nor the application of the proceeds or
         repayment thereof by the Borrower, nor the consummation of the other
         transactions contemplated hereby, will violate any provision of such
         Act or any rule, regulation or order of the Securities and Exchange
         Commission thereunder.

                  (q) Each Loan Party is, individually and together with its
         Subsidiaries, Solvent.

                  (r) There is no Debt of the Borrower and its Subsidiaries
         outstanding on the date hereof.

                  (s) Set forth on Schedule 4.01(s) hereto is a complete and
         accurate list of all Material Contracts, showing as of the date hereof
         the parties, subject matter and term thereof. Each such Material
         Contract has been duly authorized, executed and delivered by all
         parties thereto, has not been amended or otherwise modified, is in full
         force and effect and is binding upon and enforceable against all
         parties thereto in accordance with


<PAGE>   34

         its terms, and there exists no default under any Material Contract by
         any party thereto that would have a Material Adverse Effect.

                  (t) No Prospectus as of its date of issue contained any untrue
         statement of a material fact or omitted to state any material fact
         necessary to make the statements therein, in light of the circumstances
         under which they are or were made, not misleading, and the issuance of
         the common stock and units of Powertel as contemplated by the
         Prospectuses complied, in all material respects, with all applicable
         laws, rules, regulations and orders.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders except, in any case, where the
         failure to so comply would not have a Material Adverse Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained, unless and until any Lien resulting therefrom attaches to
         its property and becomes enforceable against its other creditors.

                  (c) Compliance with Environmental Laws. Comply, and cause each
         of its Subsidiaries and all lessees and other Persons operating or
         occupying its properties to comply with all applicable Environmental
         Laws, except where failure to so comply would not have a Material
         Adverse Effect.

                  (d) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates, including, without limitation,
         the Ericsson Equipment.

                  (e) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its existence, legal structure, legal name, rights (charter and
         statutory), permits, licenses, approvals, privileges and franchises;
         provided, however, that any of the Operating Subsidiaries or License

<PAGE>   35


         Subsidiaries may reincorporate in Delaware so long as the
         reincorporation documents therefor do not alter the current capital
         structure of such entity and otherwise conform substantially to the
         Borrower's charter and bylaws; and provided further that neither the
         Borrower nor any of its Subsidiaries shall be required to preserve any
         right, permit, license, approval, privilege or franchise if the Board
         of Directors of the Borrower or such Subsidiary shall determine that
         the preservation thereof is no longer desirable in the conduct of the
         business of the Borrower or such Subsidiary, as the case may be, and
         that the loss thereof does not cause a Material Adverse Effect.

                  (f) Visitation Rights. At any reasonable time during normal
         business hours and upon one Business Day's prior notice, permit the
         Administrative Agent or any of the Lenders or any agents or
         representatives thereof, to examine and make copies of and abstracts
         from the records and books of account of, and visit the properties of,
         the Borrower and any Operating Subsidiary or License Subsidiary, and to
         discuss the affairs, finances and accounts of the Borrower and any
         Operating Subsidiary or License Subsidiary with any designated officer
         or director and with their independent certified public accountants;
         provided, however, the Borrower shall not be required to provide any
         information regarding competitors of Ericsson, documents subject to
         confidentiality or other information of a similar type.

                  (g) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (h) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear excepted.

                  (i) Performance of the Equipment Purchase Agreement. Perform
         and observe in all material respects all of the terms and provisions of
         the Equipment Purchase Agreement to be performed or observed by it and
         maintain the Equipment Purchase Agreement in full force and effect.

                  (j) Performance of Material Contracts. Perform and observe all
         the terms and provisions of each Material Contract to be performed or
         observed by it, maintain each such Material Contract in full force and
         effect, enforce each such Material Contract in accordance with its
         terms, and cause each of its Subsidiaries to do so except, in any case,
         where the failure to do so, either individually or in the aggregate,
         would not have a Material Adverse Effect.

                  (k) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted under
         the Loan Documents with any of their Affiliates on terms that are fair
         and reasonable and no less favorable to the Borrower or such Subsidiary
         than it would obtain in a comparable arm's-length transaction with a
         Person not an Affiliate.

<PAGE>   36


                  (l) Solvency. Remain Solvent and cause each Operating
         Subsidiary and License Subsidiary to remain Solvent.

                  (m) Leases. In connection with (i) any leases entered into by
         the Borrower relating to any property on which any Collateral with a
         purchase price in excess of $500,000 shall be located or stored, the
         Borrower shall obtain provisions in such leases or shall obtain
         consents from landlords containing such provision substantially similar
         to those provisions set forth in Annex A-1 or as shall otherwise be
         reasonably satisfactory to the Administrative Agent and (ii) any leases
         entered into by the Borrower after October 28, 1996 relating to any
         property on which any other Collateral shall be located or stored, the
         Borrower shall use reasonable efforts to obtain provisions in such
         leases substantially similar to those provisions set forth in Annex
         A-2.

                  (n) License Subsidiaries. All Licenses now or hereafter owned
         by the Borrower and its Subsidiaries shall be owned and held by License
         Subsidiaries, which License Subsidiaries (i) shall at all times be
         wholly owned Subsidiaries of the Borrower or a wholly owned Subsidiary
         of the Borrower, (ii) shall have executed and delivered a Subsidiary
         Guaranty, and (iii) shall have all of their outstanding capital stock
         pledged to the Agent to secure the Obligations hereunder. License
         Subsidiaries shall not engage in any business other than the holding of
         the Licenses and the performance of their respective obligations under
         their respective Subsidiary Guaranties. License Subsidiaries shall not
         own any assets other than the Licenses.

                  SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid, or any Lender shall have any Commitment hereunder, the Borrower
will not, at any time:

                  (a) Debt. Permit any License Subsidiary to create, incur,
         assume or suffer to exist, any Debt.

                  (b) Sales, Etc. of Assets. Sell, lease, transfer or otherwise
         dispose of, or permit any of the Operating Subsidiaries or License
         Subsidiaries to sell, lease, transfer or otherwise dispose of, any
         assets, or grant any option or other right to purchase, lease or
         otherwise acquire any assets other than Inventory to be sold in the
         ordinary course of its business, except:

                      (i)  any sale, lease, transfer or other disposition
                  of Inventory in the ordinary course of its business;

                      (ii) any sale, lease, transfer or other disposition
                  of assets other than Collateral to Powertel, the Borrower or
                  any Restricted Subsidiary; and


<PAGE>   37


                      (iii) any sale, lease, transfer or other disposition
                  of assets for cash; provided that (A) the consideration
                  received is equal to the fair market value of such assets and
                  (B) to the extent the aggregate Net Cash Proceeds received by
                  the Company in any 12 consecutive month period exceed ***, the
                  Company shall apply such Net Cash Proceeds in accordance with
                  Subsection 2.04(b)(i) hereof.

                  (c) Change in Nature of Business. Make, or permit any of the
         Operating Subsidiaries or License Subsidiaries to make, any material
         change in the nature of its business.

                  (d) Charter Amendments. Amend, or permit any of the Operating
         Subsidiaries or License Subsidiaries to amend, its certificate of
         incorporation or bylaws if such amendment would have a Material Adverse
         Effect.

                  (e) Accounting Changes. Make or permit, or permit any of the
         Operating Subsidiaries or License Subsidiaries to make or permit, any
         change in accounting policies or reporting practices, except as
         disclosed in its financial statements or as consistent with the
         reporting practices of Powertel and its Subsidiaries.

                  (f) Restrictions on Distributions, etc. Permit any of the
         Operating Subsidiaries or License Subsidiaries to enter into or suffer
         to exist, any agreement restricting the ability of such Subsidiary to
         declare dividends or make other distributions to the Borrower in
         respect of such Subsidiary's capital stock or make loans to the
         Borrower.

                  (g) Restrictions on Issuances of Stock. Permit any Operating
         Subsidiary to issue any capital stock, except to the Borrower, or
         permit any License Subsidiary to issue any capital stock, except as
         permitted in accordance with Section 10 of each Subsidiary Security
         Agreement.

                  (h) Partnerships, Etc.. Become a general partner in any
         general or limited partnership or joint venture, or permit any of the
         Operating Subsidiaries or License Subsidiary to do so.

                  (i) Equipment Purchase Agreement. Default in any material
         respect in the performance or observance of any of the covenants or
         conditions on its part to be performed or observed under the Equipment
         Purchase Agreement.

                  (j) ERISA. Establish or maintain any Single Employer Plan,
         Multiemployer Plan or Multiple Employer Plan, other than as described
         in Schedule 4.01(j).

                  SECTION 5.03. Reporting Requirements. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will furnish to the Lenders:

                  (a) Default Notice. As soon as possible and in any event
         within five (5) Business Days after the president, vice-president or
         chief executive officer of the


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.


<PAGE>   38

         Borrower obtains knowledge of the occurrence of each Default a
         statement of such officer of the Borrower setting forth details of such
         Default and the action that the Borrower has taken and proposes to take
         with respect thereto.

                  (b) Quarterly Financials. As soon as available and in any
         event within 45 days after the end of each of the first three quarters
         of each Fiscal Year, a Consolidated and consolidating balance sheets of
         Powertel and its Subsidiaries as of the end of such quarter and
         Consolidated and consolidating statements of income and a Consolidated
         and consolidating statement of cash flows of Powertel and its
         Subsidiaries for the period commencing at the end of the previous
         fiscal quarter and ending with the end of such fiscal quarter and
         Consolidated and consolidating statements of income and a Consolidated
         and consolidating statement of cash flows of Powertel and its
         Subsidiaries for the period commencing at the end of the previous
         Fiscal Year and ending with the end of such quarter, setting forth in
         each case in comparative form the corresponding figures for the
         corresponding period of the preceding Fiscal Year, all in reasonable
         detail and duly certified (subject to year-end audit adjustments) by
         the chief financial officer of the Borrower as having been prepared in
         accordance with GAAP, together with (i) a certificate of said officer
         stating that no Default has occurred and is continuing or, if a Default
         has occurred and is continuing, a statement as to the nature thereof
         and the action that the Borrower has taken and proposes to take with
         respect thereto and (ii) a schedule in form satisfactory to the
         Administrative Agent of the computations used by the Borrower in
         determining compliance with the covenants contained in Sections 6.01(o)
         through 6.01(v); provided that in the event of any change in GAAP used
         in the preparation of such financial statements, the Borrower shall
         also provide, if necessary for the determination of compliance with
         Sections 6.01(o) through 6.01(v), a statement of reconciliation
         conforming such financial statements to GAAP.

                  (c) Annual Financials. As soon as available and in any event
         within 90 days after the end of each Fiscal Year, a copy of the annual
         audit report for such year for Powertel and its Subsidiaries, including
         therein Consolidated and consolidating balance sheets of Powertel and
         its Subsidiaries as of the end of such Fiscal Year and Consolidated and
         consolidating statements of income and a Consolidated and consolidating
         statement of cash flows of Powertel and its Subsidiaries for such
         Fiscal Year, in each case accompanied by an opinion acceptable to the
         Required Lenders of Arthur Andersen LLP or other independent public
         accountants of recognized standing acceptable to the Required Lenders,
         together with (i) a certificate of such accounting firm to the Lenders
         stating that in the course of the regular audit of the business of
         Powertel and its Subsidiaries, which audit was conducted by such
         accounting firm in accordance with generally accepted auditing
         standards, such accounting firm has obtained no knowledge that a
         Default has occurred and is continuing, or if, in the opinion of such
         accounting firm, a Default has occurred and is continuing, a statement
         as to the nature thereof, (ii) a schedule in form satisfactory to the
         Administrative Agent of the computations used by such accountants in
         determining, as of the end of such Fiscal Year, compliance with the
         covenants contained in Sections 6.01(o) through 6.01(v); provided that
         in the event of any change in GAAP used in the preparation of such
         financial statements, the Borrower shall also provide, if necessary for
         the determination of compliance with Sections 6.01(o) through 6.01(v),
         a statement of reconciliation conforming such financial statements to
         GAAP and (iii) a certificate of the chief financial officer of the
         Borrower stating that no


<PAGE>   39

         Default has occurred and is continuing or, if a default has occurred
         and is continuing, a statement as to the nature thereof and the action
         that the Borrower has taken and proposes to take with respect thereto.

                  (d) Business Plan. As soon as available and in any event no
         later than 30 days after the end of each Fiscal Year, a detailed
         business plan and forecasts prepared by management of the Borrower, in
         form satisfactory to the Lenders, of balance sheets, income statements
         and cash flow statements prepared on a monthly basis for the Fiscal
         Year following such Fiscal Year then ended and on an annual basis for
         each Fiscal Year thereafter until the Advances have been paid in full.

                  (e) Monthly Information Report. Promptly after each calendar
         month, information concerning subscribers and revenues in such form as
         the parties hereto shall reasonably agree.

                  (f) Litigation. Promptly after the commencement thereof,
         notice of all actions, suits, investigations, litigation and
         proceedings before any court or governmental department, commission,
         board, bureau, agency or instrumentality, domestic or foreign,
         affecting any Loan Party or any of its Subsidiaries of the type
         described in Section 4.01(h).

                  (g)      Securities Reports. Promptly after the sending or
                           filing thereof, copies of all proxy statements,
                           financial statements and reports that Powertel or any
                           of its Subsidiaries sends to its stockholders, and
                           copies of all regular, periodic and special reports,
                           and all registration statements, that Powertel or any
                           of its Subsidiaries files with the Securities and
                           Exchange Commission or any governmental authority
                           that may be substituted therefor, or with any
                           national securities exchange.

                  (h) Insurance. As soon as available and in any event within 30
         days after the end of each Fiscal Year, a report summarizing the
         insurance coverage (specifying type, amount and carrier) in effect for
         each Loan Party and containing such additional information as any
         Lender (through the Administrative Agent) may reasonably specify.

                  (i) Other Information. Such other information respecting the
         business, financial condition, operations, properties or prospects of
         any Loan Party as any Lender (through the Administrative Agent) may
         from time to time reasonably request.


<PAGE>   40


                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a)      (i) the Borrower shall fail to pay any principal of
                           any Advance when the same shall become due and
                           payable or (ii) the Borrower shall fail to pay any
                           interest on any Advance, or any Loan Party shall fail
                           to make any other payment under any Loan Document, in
                           each case under this clause (ii) within *** days
                           after the same becomes due and payable; or

                  (b)      any representation or warranty made by any Loan Party
         (or any of its officers) under or in connection with any Loan Document
         shall prove to have been incorrect in any material respect when made;
         or

                  (c)      the Borrower shall fail to perform or observe any 
         term, covenant or agreement contained in Section 5.01(e), 5.02 or 5.03;
         or

                  (d)      any Loan Party shall fail to perform any other term,
         covenant or agreement contained in any Loan Document on its part to be
         performed or observed if such failure shall remain unremedied for ***
         consecutive days after the earlier of the date on which (A) a
         Responsible Officer of any Loan Party becomes aware of such failure or
         (B) written notice thereof shall have been given to the Borrower by the
         Administrative Agent or any Lender; or

                  (e)      any Loan Party shall fail to pay any principal of,
         premium or interest on or any other amount payable in respect of any
         Debt that is outstanding in a principal amount of at least $*** either
         individually or in the aggregate (but excluding Debt outstanding
         hereunder) of such Loan Party or such Subsidiary (as the case may be),
         when the same becomes due and payable (whether by scheduled maturity,
         required prepayment, acceleration, demand or otherwise) and such
         failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt; or any
         other event shall occur or condition shall exist under any agreement or
         instrument relating to any such Debt and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt or
         otherwise to cause, or to permit the holder thereof to cause, such Debt
         to mature; or any such Debt shall be declared to be due and payable or
         required to be prepaid or redeemed (other than by a regularly scheduled
         required prepayment or redemption), purchased or defeased, or an offer
         to prepay, redeem, purchase or defease such Debt shall be required to
         be made, in each case prior to the stated maturity thereof; or


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.


<PAGE>   41


                  (f)      any Loan Party shall generally not pay its debts as
         such debts become due, or shall admit in writing its inability to pay
         its debts generally, or shall make a general assignment for the benefit
         of creditors; or any proceeding shall be instituted by or against any
         Loan Party or any of its Subsidiaries seeking to adjudicate it a
         bankrupt or insolvent, or seeking liquidation, winding up,
         reorganization, arrangement, adjustment, protection, relief, or
         composition of it or its debts under any law relating to bankruptcy,
         insolvency or reorganization or relief of debtors, or seeking the entry
         of an order for relief or the appointment of a receiver, trustee, or
         other similar official for it or for any substantial part of its
         property and, in the case of any such proceeding instituted against it
         (but not instituted by it) that is being diligently contested by it in
         good faith, either such proceeding shall remain undismissed or unstayed
         for a period of 30 days or any of the actions sought in such proceeding
         (including, without limitation, the entry of an order for relief
         against, or the appointment of a receiver, trustee, custodian or other
         similar official for, it or any substantial part of its property) shall
         occur; or any Loan Party or any of its Subsidiaries shall take any
         corporate action to authorize any of the actions set forth above in
         this subsection (f); or

                  (g)      any judgment or order for the payment of money in
         excess of *** shall be rendered against any Loan Party and either (i)
         enforcement proceedings shall have been commenced by any creditor upon
         such judgment or order or (ii) there shall be any period of 30
         consecutive days during which a stay of enforcement of such judgment or
         order, by reason of a pending appeal or otherwise, shall not be in
         effect; or

                  (h)      any non-monetary judgment or order shall be rendered
         against any Loan Party or any of its Subsidiaries that could have a
         Material Adverse Effect, and there shall be any period of 30
         consecutive days during which a stay of enforcement of such judgment or
         order, by reason of a pending appeal or otherwise, shall not be in
         effect; or

                  (i)      any provision of any Loan Document after delivery
         thereof pursuant to Section 3.01 or 3.05 shall for any reason cease to
         be valid and binding on or enforceable against any Loan Party party to
         it, or any such Loan Party shall so state in writing; or

                  (j)      any Collateral Document after delivery thereof
         pursuant to Article III of the Original Credit Agreement or Section
         3.05 of this Agreement shall for any reason (other than pursuant to the
         terms thereof) cease to create a valid lien on and security interest in
         the Collateral purported to be covered thereby; such lien on and
         security interest in the Collateral ceases to be perfected and first
         priority; or the Borrower or any Operating Subsidiary shall fail to
         comply respectively with Section 8 of the Borrower Security Agreement
         or Section 10 of the Subsidiary Security Agreement; or


---------------------

*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.


<PAGE>   42


                  (k)      (i) any Person or two or more Persons acting in
         concert shall have acquired beneficial ownership (within the meaning of
         Rule 13d-3 of the Securities and Exchange Commission under the
         Securities Exchange Act of 1934), directly or indirectly, of Voting
         Stock of Powertel (or other securities convertible into such Voting
         Stock) representing 35% or more of the combined voting power of all
         Voting Stock of Powertel; or (ii) during any period of up to 24
         consecutive months, commencing after the date of this Agreement,
         individuals who at the beginning of such 24-month period were directors
         of Powertel shall cease for any reason to constitute a majority of the
         board of directors of Powertel; or (iii) any Person or two or more
         Persons acting in concert shall have acquired by contract or otherwise,
         or shall have entered into a contract or arrangement that, upon
         consummation, will result in its or their acquisition of the power to
         exercise, directly or indirectly, a controlling influence over the
         management or policies of Powertel; or

                  (l)      Powertel shall cease to own 100% of the Voting Stock
         of the Borrower and its Subsidiaries; or

                  (m)      (i) the Equipment Purchase Agreement shall cease to
         be in full force and effect as a direct consequence of an uncured
         default thereunder by the Borrower; or (ii) there shall have occurred
         any breach in the obligations of Powertel, the Borrower, or any of its
         Subsidiaries in respect of the exclusive supply arrangements with
         Ericsson set forth in the Equipment Purchase Agreement, as amended; or

                  (n)      any License shall cease to be in full force and
         effect; or

                  (o)      Powertel and its Subsidiaries shall fail to have
         earned for each fiscal quarter of Powertel, Consolidated Revenue of not
         less than the applicable amount set forth on Schedule 6.01(o) for such
         fiscal quarter; or

                  (p)      [Intentionally left blank]; or

                  (q)      Powertel shall fail to maintain at the end of each
         fiscal quarter of Powertel an excess of Consolidated total assets over
         Consolidated total liabilities not less than the amount set forth on
         Schedule 6.01(q) for such fiscal quarter; or

                  (r)      [Intentionally left blank]; or

                  (s)      The Borrower shall permit the aggregate number of
         Subscribers at any time during any period set forth on Schedule 6.01(s)
         to be less than the number set forth for such period; or

                  (t)      Powertel shall fail to maintain, for each period
         ending on the last day of each fiscal quarter of Powertel as set forth
         on Schedule 6.01(t), a ratio of Consolidated EBITDA for such period
         multiplied by 4 to Consolidated Debt Service for such period multiplied
         by 4 of not less than the ratio set forth for such period on such
         schedule; or

                  (u)      Powertel shall permit the ratio of Consolidated Debt
         as of the last day of each fiscal quarter of Powertel as set forth on
         Schedule 6.01(u) to Consolidated EBITDA


<PAGE>   43


         for such period multiplied by 4 to be greater than the ratio set forth
         for such period on such schedule; or

                  (v)      Powertel and its Subsidiaries shall make any Capital
         Expenditures that would cause the aggregate cumulative amount of all
         such Capital Expenditures made by Powertel and its Subsidiaries
         commencing January 1, 1997 to exceed the amount set forth on Schedule
         6.01(v) as of the end of each period set forth on such schedule;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by written notice to the
Borrower, declare the obligation of each Lender to make Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by written notice to
the Borrower, declare the Notes, all interest thereon and all other amounts
payable under this Agreement and the other Loan Documents to be forthwith due
and payable, whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to any Loan Party under the Federal Bankruptcy
Code, (x) the obligation of each Lender to make Advances shall automatically be
terminated and (y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.


                                   ARTICLE VII

                     THE AGENT AND THE ADMINISTRATIVE AGENT

                  SECTION 7.01. Authorization and Action. Each Lender (in its
capacity as a Lender) hereby appoints and authorizes each of the Agent and the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement and the other Loan Documents as
are delegated to each of the Agent and the Administrative Agent, respectively,
by the terms hereof and thereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
the Loan Documents (including, without limitation, enforcement or collection of
the Notes), the Agent and the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that neither the Agent nor the Administrative Agent shall be
required to take any action that exposes the Agent or the Administrative Agent
to personal liability or that is contrary to this Agreement or applicable law.
The Administrative Agent agrees to give to each Lender prompt notice of each
notice given to it by the Borrower pursuant to the terms of this Agreement or
the Collateral Documents, as the case may be.

                  SECTION 7.02. Agent's and Administrative Agent's Reliance,
Etc. None of the Agent, the Administrative Agent or any of their directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by them under or in connection with the Loan


<PAGE>   44


Documents, except for their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent and the Administrative
Agent: (a) may treat the payee of any Note as the holder thereof until the
Administrative Agent receives and accepts an Assignment Agreement entered into
by the Lender that is the payee of such Note, as assignor, and an Eligible
Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal
counsel (including counsel for any Loan Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (c) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, warranties
or representations (whether written or oral) made in or in connection with the
Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Loan Document on the part of any Loan Party or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

                  SECTION 7.03. Agent, Administrative Agent and Their
Affiliates. With respect to their Commitments, the Advances made by each of them
and the Notes issued to each of them, the Agent and the Administrative Agent
shall each have the same rights and powers under the Loan Documents as any other
Lender and may exercise the same as though it were not the Agent or the
Administrative Agent, as applicable; and the term "Lender" shall, unless
otherwise expressly indicated, include both the Agent and the Administrative
Agent, each in its individual capacity. The Agent, the Administrative Agent and
their respective affiliates may generally engage in any kind of business with,
any Loan Party, any of its Subsidiaries and any Person who may do business with
or own securities of any Loan Party or any such Subsidiary, all as if the Agent
and the Administrative Agent were not the Agent and the Administrative Agent,
respectively, and without any duty to account therefor to the Lenders.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent, the
Administrative Agent or any other Lender and based on the financial statements
referred to in Section 4.01 and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Administrative Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

                  SECTION 7.05. Indemnification of the Agent and the
Administrative Agent. Each Lender severally agrees to indemnify the Agent and
the Administrative Agent (to the extent not promptly reimbursed by the Borrower)
from and against such Lender's ratable share (determined as provided below) of
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the Agent or
the Administrative Agent in


<PAGE>   45


any way relating to or arising out of the Loan Documents or any action taken or
omitted by the Agent or the Administrative Agent under the Loan Documents;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent's or the
Administrative Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent and the
Administrative Agent promptly upon demand for its ratable share of any costs and
expenses (including, without limitation, fees and expenses of counsel) payable
by the Borrower under Section 8.04, to the extent that the Agent or the
Administrative Agent is not promptly reimbursed for such costs and expenses by
the Borrower. For purposes of this Section 7.05, the Lenders' respective ratable
shares of any amount shall be determined, at any time, according to the sum of
(a) the aggregate principal amount of the Advances outstanding at such time and
owing to the respective Lenders and (b) the aggregate unused portions of their
respective Commitments at such time. The failure of any Lender to reimburse the
Agent or the Administrative Agent promptly upon demand for its ratable share of
any amount required to be paid by the Lender to the Agent or the Administrative
Agent as provided herein shall not relieve any other Lender of its obligation
hereunder to reimburse the Agent or the Administrative Agent for its ratable
share of such amount, but no Lender shall be responsible for the failure of any
other Lender to reimburse the Agent or the Administrative Agent for such other
Lender's ratable share of such amount. Without prejudice to the survival of any
other agreement of any Lender hereunder, the agreement and obligations of each
Lender contained in this Section 7.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.

                  SECTION 7.06. Successor Agents and Administrative Agents. The
Agent and the Administrative Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, and the Agent or the
Administrative Agent may be removed at any time with or without cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Agent or Administrative Agent, as
the case may be. If no successor Agent or successor Administrative Agent shall
have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent's or Administrative Agent's
giving of notice of resignation or the Required Lenders' removal of the retiring
Agent or Administrative Agent, then the retiring Agent or Administrative Agent,
as appropriate, may, on behalf of the Lenders, appoint a successor Agent or
Administrative Agent, as appropriate, which shall be a commercial bank organized
under the laws of the United States or of any State thereof and having a
combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent or as Administrative
Agent hereunder by a successor Administrative Agent, and, in the case of a
successor Agent, upon the execution and filing or recording of such financing
statements, or amendments thereto, and such other instruments or notices, as may
be necessary or desirable, or as the Required Lenders may request, in order to
continue the perfection of the Liens granted or purported to be granted by the
Collateral Documents, such successor Agent or Administrative Agent, as the case
may be, shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Agent or Administrative Agent,
as applicable, and the retiring Agent or Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. After any
retiring Agent's or Administrative Agent's resignation or removal hereunder as
Agent or Administrative Agent, the provisions of this Article VII shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent or Administrative Agent, as the case may be, under this Agreement.


<PAGE>   46


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor consent
to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all of the Lenders, do any of
the following at any time: (i) waive any of the conditions specified in Section
3.01 or, in the case of the initial Borrowing, Section 3.02, (ii) change the
number of Lenders or the percentage of (x) the Commitments, or (y) the aggregate
unpaid principal amount of the Advances, in each case, which shall be required
for the Lenders or any of them to take any action hereunder, (iii) release any
material portion of the Collateral in any transaction or series of related
transactions or permit the creation, incurrence, assumption or existence of any
Lien on any item of Collateral in any transaction or series of related
transactions to secure any Obligations other than Obligations owing to the
Secured Parties under the Loan Documents, (iv) amend this Section 8.01, (v)
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (vi) reduce the principal of, or interest on, the Notes or any fees
or other amounts payable hereunder, (vii) postpone any date fixed for any
payment of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, or (viii) limit the liability of any Loan Party under any of
the Loan Documents; provided further that no amendment, waiver or consent shall,
unless in writing and signed by the the Administrative Agent or the Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Administrative Agent or the Agent, as the case may be, under this
Agreement, the Notes or the Collateral Documents. The Administrative Agent shall
be authorized to modify Schedules 2.01(a) and 2.01(b) in the event of the
assignment of any Commitment hereunder.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered, if to the Borrower, at its address at 1239
O.G. Skinner Drive, West Point, Georgia 31833 Attention: Rick Astor; if to any
Lender, at its address specified to the Administrative Agent; if to the Agent,
at its address at 740 East Campbell Road, Richardson Texas 75081; and if to the
Administrative Agent, at its address at 175 Water Street, New York, NY 10038,
Attention: Robert Karlovits and Jeff Dykes; or, as to the Borrower, the Agent or
the Administrative Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrower, the Agent and the Administrative Agent. All such notices and
communications shall, when mailed, telegraphed, telecopied or telexed, be
effective when deposited in the mails, delivered to the telegraph company,
transmitted by telecopier or confirmed by telex answerback, respectively, except
that notices and communications to the Administrative Agent pursuant to Article
II, III or VII shall not be effective until received by the Administrative
Agent. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the


<PAGE>   47


Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender, the Agent or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

                  SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand (i) all costs and expenses of the Agent and the Administrative
Agent in connection with the preparation, execution and delivery of the Loan
Documents up to an amount not to exceed the amount separately agreed prior to
the date hereof, (ii) all costs and expenses in connection with filing,
recording and the granting and perfection of, the security interests in the
Collateral, (iii) the reasonable fees and expenses of counsel for each of the
Agent and the Administrative Agent with respect thereto, with respect to
advising each of the Agent and the Administrative Agent as to its rights and
responsibilities, or the perfection, protection or preservation of rights or
interests, under the Loan Documents, with respect to negotiations with any Loan
Party or with other creditors of any Loan Party or any of its Subsidiaries
arising out of any Default or any events or circumstances that may give rise to
a Default and with respect to presenting claims in or otherwise participating in
or monitoring any bankruptcy, insolvency or other similar proceeding involving
creditors' rights generally and any proceeding ancillary thereto) and (iv) all
costs and expenses of the Agent, the Administrative Agent and the Lenders in
connection with the enforcement of the Loan Documents, whether in any action,
suit or litigation, any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally (including, without limitation, the
reasonable fees and expenses of counsel for the Agent, the Administrative Agent
and each Lender with respect thereto).

                  (b) The Borrower agrees to indemnify and hold harmless the
Agent, the Administrative Agent and each Lender and each of their Affiliates and
their officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with this Agreement,
the actual or proposed use of the proceeds of the Advances, the Loan Documents
or any of the transactions contemplated thereby, in each case whether or not
such investigation, litigation or proceeding is brought by any Loan Party, its
directors, shareholders or creditors or an Indemnified Party or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent such claim, damage,
loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct.

                  (c) Without prejudice to the survival of any other agreement
of any Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Section 2.06 and this Section 8.04
shall survive the payment in full of


<PAGE>   48


principal, interest and all other amounts payable hereunder and under any of the
other Loan Documents.

                  SECTION 8.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and otherwise apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender or such Affiliate to or for the
credit or the account of the Borrower against any and all of the Obligations of
the Borrower now or hereafter existing under this Agreement and the Note or
Notes (if any) held by such Lender, irrespective of whether such Lender shall
have made any demand under this Agreement or such Note or Notes and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its respective Affiliates under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender and its respective
Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower, the Agent and the
Administrative Agent and when the Agent shall have been notified by each Initial
Lender that such Initial Lender has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, the Agent, the Administrative
Agent and each Lender and their respective successors and assigns, except that
the Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lenders.

                  SECTION 8.07. Assignments and Participations. (a) Each Lender
may assign to one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying, percentage of all rights and obligations under and in respect of one
or more Facilities, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitments of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment Agreement with respect
to such assignment) shall in no event be less than $5,000,000; (iii) each such
assignment shall be to an Eligible Assignee, and (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment Agreement, together with
(x) any Note subject to such assignment and (y) a processing and recordation fee
of $3,500 (provided, however, that no such fee shall be required to be paid in
connection with the processing and recordation of any of the first six
Assignment Agreements pursuant to which all or part of a Lender's Series B
Commitment and/or any Series B Advances owing to any Lender are assigned). Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment Agreement, (x) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment Agreement, have the rights and


<PAGE>   49


obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment Agreement, relinquish its rights and be released
from its obligations under this Agreement (and, in the case of an Assignment
Agreement covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                  (b) By executing and delivering an Assignment Agreement, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment Agreement, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under this Agreement or
any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment Agreement; (iv) such assignee will,
independently and without reliance upon the Agent, the Administrative Agent,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints
and authorizes each of the Agent and the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Agent and the Administrative Agent by the
terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment Agreement delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment under each Facility of, and principal amount of
the Advances owing under each Facility to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Agent, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

                  (d) Upon its receipt of an Assignment Agreement executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Administrative
Agent shall, if such Assignment Agreement has been completed and is in
substantially the form of Exhibit G hereto, (i) accept such


<PAGE>   50


Assignment Agreement, (ii) record the information contained therein in the
Register, (iii) give prompt notice thereof to the Borrower, and (iv) give prompt
notice to the Borrower of the request, if any, by such assignee and/or by the
assigning Lender in respect of the Commitment retained by it under any Facility,
for the execution of a new Note or Notes pursuant to Section 2.03(b). Within
five Business Days after its receipt of the notice referred to in clause (iv)
above, the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent (in exchange for the surrendered Note(s), if any) a new
Note or Notes, as applicable, (x) to the order of such assignee, in an amount
equal to the Commitment assumed by it under a Facility pursuant to such
Assignment Agreement, and/or (y) to the order of the assigning Lender, in an
amount equal to the Commitment retained by it under such Facility. Any new Note
or Notes issued to any Lender shall be in an aggregate principal amount equal to
the aggregate principal amount of the Commitment assumed or retained by such
Lender, shall be dated the effective date of such Assignment Agreement and shall
otherwise be in substantially the form of Exhibit A hereto.

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Borrower or any of its Affiliates) in or to
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and the Note or Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitments
to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Agent, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, (v) no such participation shall result in any increased costs to the
Borrower and (vi) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Borrower therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal of,
or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation, or postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
be bound by the confidentiality provisions set forth in Section 8.12 of this
Agreement.

                  (g) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

                  SECTION 8.08. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of


<PAGE>   51


which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 8.09. Jurisdiction, Etc. (a) The Borrower hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. The Borrower
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or any of the other Loan Documents in the courts of
any jurisdiction.

                  (b) The Borrower hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any of the
other Loan Documents to which it is a party in any New York State or federal
court. The Borrower hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

                  SECTION 8.10. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.11. Waiver of Jury Trial. Each of the Borrower and
the Lenders irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to any of the Loan Documents, the Advances or the
actions of the Agent, the Administrative Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

                  SECTION 8.12. Confidentiality. None of the Agent, the
Administrative Agent, the Lenders or the Borrower shall disclose the terms of
this Agreement, the other Loan Documents or the transactions contemplated
thereby to any Person without the consent of the other parties hereto, other
than (a) to the Agent's, the Administrative Agent's, the Lender's or the
Borrower's Affiliates and their officers, directors, employees, agents and
advisors and to actual or prospective Eligible Assignees and participants, and
then only on a confidential basis, (b) as required by any law, rule or
regulation or judicial process and (c) as requested or required by any state,
federal or foreign authority.

                  SECTION 8.13. Modification of Financial Tests. Prior to
January 31, 1998, the Borrower and Lenders shall negotiate in good faith
financial tests consisting of (a) a ratio of EBITDA to debt service of Powertel
and its Subsidiaries, (b) a ratio of Debt to EBITDA of


<PAGE>   52


Powertel and its Subsidiaries and (c) a level of maximum capital expenditure, in
each case, based upon the business plan for 1998 delivered by the Borrower to
the Lenders in accordance with Section 5.03(d).

<PAGE>   53


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

                                    POWERTEL PCS, INC., as Borrower


                                    By: /s/ Allen E. Smith
                                    Name:  Allen E. Smith
                                    Title:    President


                                    ERICSSON INC., as a Lender and as Agent


                                    By: /s/ Lawrence F. Lyles
                                    Name:  Lawrence F. Lyles
                                    Title:   Vice President/General Counsel


                                    NATIONAL WESTMINSTER BANK PLC, 
                                    as a Lender and as Administrative Agent


                                    By: /s/ Jeffry S. Dykes
                                    Name:  Jeffry S. Dykes
                                    Title:    Vice President



<PAGE>   54


                                    CREDIT SUISSE FIRST BOSTON,
                                    as a Lender


                                    By: /s/ Barry A. Zamore
                                    Name:   Barry A. Zamore
                                    Title:      Associate


                                    By: /s/ Claire M. McCarthy
                                    Name:   Claire M. McCarthy
                                    Title:      Managing Director


                                    CYPRESS TREE INVESTMENT
                                    PARTNERS I, LTD., as a Lender

                                    By: CYPRESS TREE
                                    INVESTMENT MANAGEMENT
                                    COMPANY, INC., as Portfolio
                                    Manager


                                    By: /s/ Philip C. Robbins
                                    Name:   Philip C. Robbins
                                    Title:     Vice President

                                    FIRST ALLMERICA FINANCIAL
                                    LIFE INSURANCE COMPANY, as a Lender

                                    By: CYPRESS TREE
                                    INVESTMENT MANAGEMENT
                                    COMPANY, INC., as Attorney-in-Fact and
                                    Portfolio Manager


                                    By: /s/ Philip C. Robbins
                                    Name:   Philip C. Robbins
                                    Title:     Vice President


<PAGE>   55


                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION (TFS), as a Lender


                                    By: /s/ L.W. Middleton
                                    Name:   L.W. Middleton
                                    Title:     A. Secretary



                                    GOLDMAN SACHS CREDIT PARTNERS
                                    L.P., as a Lender


                                    By: /s/ Stephen B. King
                                    Name:   Stephen B. King
                                    Title:     Authorized Signatory

                                    MERRILL LYNCH, PIERCE, FENNER &
                                    SMITH, INCORPORATED, as a Lender


                                    By: /s/ Thomas J. Gahan
                                    Name:   Thomas J. Gahan
                                    Title:      Managing Director



<PAGE>   56



                                    MERRILL LYNCH SENIOR FLOATING
                                    RATE FUND, INC., as a Lender


                                    By: /s/ Thomas J. Gahan
                                    Name:   Thomas J. Gahan
                                    Title:      Managing Director


                                    OCTAGON CREDIT INVESTORS
                                    LOAN PORTFOLIO (A UNIT OF THE
                                    CHASE MANHATTAN BANK),
                                    as a Lender


                                    By: /s/ Andrew D. Gordon
                                    Name:   Andrew D. Gordon
                                    Title:     Managing Director


                                    KZH HOLDING CORPORATION III,
                                    as a Lender


                                    By: /s/ Virginia R. Conway
                                    Name:   Virginia R. Conway
                                    Title:     Authorized Agent

<PAGE>   57


                                    PRIME INCOME TRUST,
                                    as a Lender


                                    By: /s/ Rafael Scolari
                                    Name:   Rafael Scolari
                                    Title:     S.V.P. Portfolio Manager


                                    PUTNAM HIGH YIELD ADVANTAGE
                                    FUND, as a Lender


                                    By: /s/ John R. Verani
                                    Name: John R. Verani
                                    Title:   Vice President


                                    PUTNAM HIGH YIELD TRUST,
                                    as a Lender


                                    By: /s/ John R. Verani
                                    Name:  John R. Verani
                                    Title:    Vice President


                                    PUTNAM VARIABLE TRUST - HIGH
                                    YIELD FUND, as a Lender


                                    By: /s/ John R. Verani
                                    Name:  John R. Verani
                                    Title:    Vice President


<PAGE>   58


                                    THE TORONTO-DOMINION BANK,
                                    as a Lender


                                    By: /s/ David G. Parker
                                    Name:  David G. Parker
                                    Title:    Vice President

                                    VAN KAMPEN AMERICAN CAPITAL
                                    PRIME RATE INCOME TRUST,
                                    as a Lender


                                    By: /s/ Jeffrey W. Mailet
                                    Name:  Jeffrey W. Mailet
                                    Title:    Senior Vice President & Director