<PAGE>   1

                              SECOND AMENDMENT TO
                   THIRD AMENDED AND RESTATED LOAN AGREEMENT


         THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
dated as of August 12, 1996 (the "Amendment") by and among PALMER WIRELESS,
INC., a Delaware corporation (the "Borrower"); PNC BANK, NATIONAL ASSOCIATION,
THE TORONTO-DOMINION BANK, NATIONSBANK OF TEXAS, N.A., CORESTATES BANK, N.A.,
FLEET BANK, N.A., FIRST NATIONAL BANK OF MARYLAND, THE FIRST NATIONAL BANK OF
BOSTON, CIBC INC., FIRST UNION NATIONAL BANK OF NORTH CAROLINA, ROYAL BANK OF
CANADA, FLEET NATIONAL BANK, BANQUE NATIONALE DE PARIS, UNION BANK OF
CALIFORNIA, N.A. (FORMERLY KNOWN AS UNION BANK AND THE BANK OF CALIFORNIA,
N.A.), BANK OF HAWAII, MERITA BANK LTD, BANK OF MONTREAL, CHICAGO BRANCH,
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE, FIRST HAWAIIAN BANK,
SOCIETE GENERALE, KEYBANK NATIONAL ASSOCIATION (FORMERLY KNOWN AS SOCIETY
NATIONAL BANK) and CREDIT LYONNAIS CAYMAN ISLAND BRANCH (collectively, and
together with any financial institution which subsequently becomes a 'Bank'
under the Loan Agreement, as such term is defined therein, the "Banks");
CORESTATES BANK, N.A., NATIONSBANK OF TEXAS, N.A. AND FLEET BANK, N.A., as
co-agents (collectively, in such capacity, the "Co-Agents"); THE
TORONTO-DOMINION BANK, as documentation agent (in such capacity, the
"Documentation Agent"); PNC BANK, NATIONAL ASSOCIATION, as administrative agent
(in such capacity, the Administrative Agent); and TORONTO DOMINION (TEXAS),
INC., as collateral agent for the Administrative Agent, the Documentation
Agent, the Co-Agents and the Banks (the "Collateral Agent," and together with
the Administrative Agent, the Documentation Agent and the Co-Agents, the
"Agents"),

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Banks and the Agents are parties to that
certain Third Amended and Restated Loan Agreement dated as of December 1, 1995,
as amended by that certain First Amendment to Third Amended and Restated Loan
Agreement dated as of May 31, 1996 (as hereafter amended, modified and
supplemented from time to time, the "Loan Agreement"); and

         WHEREAS, the Borrower wishes to amend covenants in the Loan Agreement
dealing with the Borrower's acquisition of PCS Systems (as defined herein);

         NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree that all capitalized terms used herein shall have





<PAGE>   2
the meanings ascribed thereto in the Loan Agreement and further agree as
follows:

         1.      Amendments to Article 1.  Article 1 of the Loan Agreement,
"Definitions" is hereby amended by deleting the definitions of "Auction
License," "Capital Expenditures," "Cellular System," "PCS 10MHz System," and
"PCS Subsidiary" in their entireties and by substituting the following in lieu
thereof:

                 "'Auction License' shall mean any License to operate a PCS
         System initially sold through an auction conducted by the FCC, whether
         acquired through such auction or otherwise."

                 "'Capital Expenditures' shall mean, in respect of any Person,
         expenditures for the purchase of assets of long-term use which would
         be required to be capitalized on the balance sheet of such Person in
         accordance with GAAP; provided, however, that "Capital Expenditures"
         shall not include expenditures by any PCS Subsidiary with respect to
         any PCS System."

                 "'Cellular System' means a cellular mobile radio telephone
         system constructed and operated in an MSA or an RSA, or a PCS System
         constructed and operated in a BTA."

                 "'PCS System' shall mean any broad band personal
         communications services telecommunications system operating on up to
         20MHz of radio spectrum in a BTA, or a License or Licenses to operate
         such a system."

                 "'PCS Subsidiary' shall mean any Subsidiary of Palmer PCS Co.
         or any of its Subsidiaries holding or formed to hold, as its only
         assets, Auction Licenses, PCS Systems and other assets directly
         related to such Auction Licenses or PCS Systems, including, without
         limitation, equity interests in, or loans to, PCS Investments and PCS
         Subsidiaries."

         2.      Further Amendment to Article 1.  Article 1, Definitions, is
hereby further amended by adding the following definitions appropriately
alphabetized:

                 "'Palmer PCS Co.' shall mean Palmer PCS Co., a Delaware
         corporation and a wholly-owned Subsidiary of the Borrower, which has
         (or will have) as its only assets Auction Licenses, PCS Subsidiaries
         and PCS Investments (and other assets directly relating thereto)."

                 "'PCS Investment' shall mean a Person in which less than fifty
         and one one-hundredth of a percent (50.01%) of





                                      -2-
<PAGE>   3
         the ownership interests of such Person are owned by a PCS Subsidiary
         and which holds, or is formed to hold, an Auction License or operates,
         or is formed to operate, PCS Systems."

         3.      Amendments to Section 5.10.

                 (a)      Section 5.10, Use of Proceeds, is hereby amended by
deleting references to "PCS 10MHz System" in subsections 5.10(a) and 5.10(f)
and substituting therefor the term "PCS System".

                 (b)      Subsection 5.10(j) is hereby amended by deleting the
existing subsection (j) in its entirety and by substituting the following in
lieu thereof:

                 "(j)     so long as any Auction License acquired is for a PCS
         System which is (x) located entirely in one or more of Florida,
         Georgia or Alabama or (y) primarily within the same geographic area as
         or contiguous to a Cellular System then owned by the Borrower or any
         of its Subsidiaries, to (i) fund the downpayment in connection with
         the acquisition by any PCS Subsidiary of one or more Auction Licenses
         acquired directly through an auction conducted by the FCC, (ii) make
         interest payments in respect of FCC Indebtedness, (iii) fund
         construction and buildout of PCS Systems owned by PCS Subsidiaries and
         PCS Investments, and (iv) acquire PCS Investments (and loans to PCS
         Investments); provided that the aggregate amount of the proceeds
         available under this subsection (j) shall not exceed $50,000,000; and"

         4.      Amendment to Section 5.14.  Section 5.14 to the Loan
Agreement, Covenants Regarding Formation of Subsidiaries and Acquisitions;
Partnership, Subsidiaries, is hereby amended by deleting the existing Section
5.14 in its entirety and by substituting the following in lieu thereof:

                 "Section 5.14    Covenants Regarding Formation of Subsidiaries
         and Acquisitions; Partnership, Subsidiaries.  At the time of (i) any
         Acquisition permitted hereunder, (ii) the purchase by the Borrower or
         any of its Subsidiaries of all minority interests in any Subsidiary of
         the Borrower, or (iii) the formation of any new Subsidiary of the
         Borrower or any of its Subsidiaries which is permitted under this
         Agreement, the Borrower will, and will cause its Subsidiaries, as
         appropriate, to (a) provide to the Collateral Agent an executed
         Subsidiary Security Agreement for such new Subsidiary, in
         substantially the form of Exhibit F attached hereto, together with
         appropriate UCC-1 financing statements, as well as an executed
         Subsidiary Guaranty for such new Subsidiary, in substantially the form
         of Exhibit D attached hereto, which shall constitute both





                                      -3-
<PAGE>   4
         Security Documents and Loan Documents for purposes of this Agreement,
         as well as a loan certificate for such new Subsidiary, substantially
         in the form of Exhibit P attached hereto, together with appropriate
         attachments; (b) pledge to the Collateral Agent all of the stock or
         partnership interests (or other instruments or securities evidencing
         ownership) of such Subsidiary or Person which is acquired or formed,
         beneficially owned by the Borrower or any of the Borrower's
         Subsidiaries, as the case may be, as additional Collateral for the
         Obligations to be held by the Collateral Agent in accordance with the
         terms of the Borrower's Pledge Agreement, an existing Subsidiary
         Pledge Agreement, or a new Subsidiary Pledge Agreement in
         substantially the form of Exhibit E attached hereto, and execute and
         deliver to the Collateral Agent all such documentation for such pledge
         as, in the reasonable opinion of the Managing Agents, is appropriate;
         and (c) provide revised financial projections for the remainder of the
         fiscal year and for each subsequent year until the Maturity Date which
         reflect such Acquisition or formation, certified by the Chief
         Financial Officer of the Borrower, together with a statement by such
         Person that no Default exists or would be caused by such Acquisition
         or formation, and all other documentation, including one or more
         opinions of counsel, reasonably satisfactory to the Managing Agents
         which in their reasonable opinion is appropriate with respect to such
         Acquisition or the formation of such Subsidiary.  Notwithstanding the
         foregoing provisions of this Section 5.14, PCS Investments and PCS
         Subsidiaries (which, in each case, are less than wholly-owned by the
         Borrower) are excluded from the requirements of Section 5.14(iii)(a)
         hereof until such time as such PCS Investment becomes a wholly-owned
         Subsidiary of the Borrower.  Any document, agreement or instrument
         executed or issued pursuant to this Section 5.14 shall be a 'Loan
         Document' for purposes of this Agreement."

         5.      Amendments to Section 7.6.  Section 7.6 of the Loan Agreement,
Investments and Acquisitions, is hereby amended as follows:

                 (a)      Subsection 7.6(c) is hereby amended by deleting the
existing subsection (c) in its entirety and by substituting the following in
lieu thereof:

                          "(c)    The Borrower may use the cash proceeds of any
         issuance of equity interest in the Borrower (to the extent permitted
         hereunder), or the issuance of Indebtedness permitted pursuant to
         Section 7.1(i) hereof solely as follows:





                                      -4-
<PAGE>   5
                                  (i)      for the acquisition (including
                 reasonable and customary costs and expenses related to such
                 Acquisition) of not less than fifty and one one-hundredth
                 percent (50.01%) of the ownership interest (after giving
                 effect to any ownership interest acquired on or prior to the
                 date of such Acquisition pursuant to Section 7.6(e) hereof or
                 otherwise) in Cellular Systems, or the right to construct a
                 Cellular System (including without limitation, associated
                 construction costs), in an RSA or an MSA or a BTA (in the case
                 of a PCS System) which is (x) located entirely in one or more
                 of South Carolina, Florida, Georgia or Alabama or (y)
                 primarily within the same geographic area as or contiguous to
                 a Cellular System then owned by the Borrower or any of its
                 Subsidiaries, in each case, without the consent of the Banks
                 (and if an Acquisition referred to in this Section 7.6(c) is
                 an Acquisition by any PCS Subsidiary of an Auction License,
                 the provisions of Section 11.20 hereof shall apply in addition
                 to the provisions of this Section 7.6(c)), provided, that,
                 except as set forth in Section 11.20 hereof, (A) the Borrower
                 shall not enter into any binding agreement with respect to
                 such Acquisition unless (1) the Borrower shall have received
                 sufficient funds to make such Acquisition or (2) such
                 agreement shall contain a commercially reasonable liquidated
                 damages provision, (B) prior to entering into any binding
                 agreement with respect to such Acquisition, the Borrower shall
                 deliver to the Managing Agents and the Banks a certificate
                 reflecting pro forma projections and compliance with the terms
                 and conditions of this Agreement from the date of such
                 Acquisition through the Maturity Date after giving effect to
                 such Acquisition and using reasonable assumptions in the
                 opinion of the Majority Banks, (C) contemporaneously with the
                 completion of the Acquisition, the Borrower shall grant to the
                 Collateral Agent a first priority Lien upon any assets
                 (including without limitation, capital stock and partnership
                 interests) acquired in connection with such Acquisition to the
                 same extent as required hereunder for existing Subsidiaries of
                 the Borrower, and (D) if a binding agreement for such
                 Acquisition is not executed within twelve (12) months from the
                 date of receipt of the proceeds of the issuance of such equity
                 interest in the Borrower or such Indebtedness, as the case may
                 be, or such Acquisition is not concluded within eighteen (18)
                 months from the date of receipt of the proceeds of the
                 issuance of equity or Indebtedness, as the case may be, the
                 consent of the Majority Banks shall be required for such
                 Acquisition.  The Borrower agrees to grant to the Collateral
                 Agent (on behalf of the Managing Agents





                                      -5-
<PAGE>   6
                 and the Banks) a security interest in the proceeds of the
                 issuance of such equity interest in the Borrower or such
                 Indebtedness, as the case may be, until such time as such
                 proceeds are used in connection with an Acquisition or applied
                 to the Obligations pursuant to Section 7.6(h) hereof; and

                                  (ii)     for PCS Investments and loans to PCS
                 Investments; provided that the PCS Subsidiary provides the
                 ownership interests evidencing such investment and evidences
                 of Indebtedness with respect to such loans to the Collateral
                 Agent to be held as additional collateral for the
                 Obligations;"

                 (b)      Subsection 7.6(e) is hereby amended by deleting the
existing subsection (e) in its entirety and by substituting the following in
lieu thereof:

                          "(e)    Subject to compliance with Section 5.14
         hereof, the Borrower may use Advances as permitted by Section 5.10
         hereof in whole or in part as follows:

                                  (i)      for the acquisition (including
                 reasonable and customary costs and expenses related to such
                 Acquisition) of not less than fifty and one one-hundredth
                 percent (50.01%) of the ownership interest (after giving
                 effect to any ownership interest acquired on or prior to the
                 date of such Acquisition as permitted hereunder) in Cellular
                 Systems, or the right to construct a Cellular System
                 (including, without limitation, associated construction
                 costs), in an RSA or an MSA or a BTA (in the case of a PCS
                 System) which is (A) located entirely in one or more of South
                 Carolina, Florida, Georgia, or Alabama or (B) primarily within
                 the same geographic area as or contiguous to a Cellular System
                 then owned by the Borrower or any of its Subsidiaries, in each
                 case, without the consent of the Banks (and if an Acquisition
                 referred to in this Section 7.6(e) is an Acquisition by any
                 PCS Subsidiary of an Auction License, the provisions of
                 Section 11.20 hereof shall apply in addition to the provisions
                 of this Section 7.6(e)); and

                                  (ii)     for PCS Investment and loans to PCS
                 Investments; provided that the PCS Subsidiary provides the
                 ownership interests evidencing such investment and evidences
                 of Indebtedness with respect to such loans to the Collateral
                 Agent to be held as additional collateral for the
                 Obligations;"





                                      -6-
<PAGE>   7
                 (c)      Subsection 7.6(f) is hereby amended by deleting the
existing subsection (f) in its entirety and by substituting the following in
lieu thereof:

                          "(f)    Subject to compliance with Section 5.14
         hereof, the Borrower may use Advances as permitted by Section 5.10
         hereof in whole or in part for the acquisition by any PCS Subsidiary
         or a PCS Investment (including reasonable and customary costs and
         expenses related to such Acquisition) of Auction Licenses (or an
         interest in Auction Licenses) for any PCS System in a BTA which is (x)
         located entirely in one or more of South Carolina, Florida, Georgia,
         or Alabama or (y) primarily within the same geographic area as or
         contiguous to a Cellular System then owned by the Borrower or any of
         its Subsidiaries, in each case, without the consent of the Banks.  The
         provisions of Section 11.20 hereof shall apply in addition to the
         provisions of this Section 7.6(f); and"

                 (d)      Subsection 7.6(g) is hereby amended by deleting the
existing subsection (g) in its entirety and by substituting the following in
lieu thereof:

                          "(g)    So long as no Auction License has been
         terminated or revoked, the Borrower or any of its Subsidiaries may
         make additional investments in any PCS Subsidiary and any PCS
         Investment; provided, however, that such investments shall be made
         from (i) Excess Cash Flow in an amount not to exceed (A) for each
         fiscal year prior to 1998, fifty percent (50%) of Excess Cash Flow for
         the immediately preceding fiscal year, and (B) for 1998 and each
         fiscal year thereafter, forty percent (40%) of Excess Cash Flow for
         the immediately preceding fiscal year, (ii) Advances as permitted by
         Section 5.10 hereof, or (iii) proceeds from any issuance of equity
         interest in the Borrower (to the extent permitted hereunder)."

         6.      Amendment to Section 7.7.  Section 7.7 of the Loan Agreement,
Restricted Payments and Purchases, is hereby amended by deleting existing
subsection 7.7(c) in its entirety and by substituting the following in lieu
thereof:

                 "(c)     any PCS Subsidiary and any PCS Investment may make
         payments on FCC Indebtedness; provided, however, that such payments
         shall be paid from (i) Advances in accordance with Section 5.10(f)
         hereof, (ii) investments permitted under Section 7.6(g) hereof or
         (iii) the revenues of such Person."

         7.      Consents.  Notwithstanding anything to the contrary in the
Loan Agreement, but subject to Sections 5.10, 7.6 and 7.7 of the Loan
Agreement, the Majority Banks hereby consent to the





                                      -7-
<PAGE>   8
Borrower's making loans to Palmer PCS Co., provided that (i) such loans shall
at all times be evidenced by a promissory note in form and substance
satisfactory to the Collateral Agent (the "Palmer PCS Note"); (ii) the Borrower
shall promptly deliver the Palmer PCS Note to the Collateral Agent, duly
endorsed to the Collateral Agent (in form satisfactory to the Collateral Agent)
as Collateral for the Obligations pursuant to the Borrower Security Agreement;
and (iii) the Borrower shall not use the outstanding principal amount of the
Palmer PCS Note nor the interest accrued thereon when calculating the
Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 of the Loan
Agreement.

         8.      Counterparts.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.

         9.      Governing Law.  This Amendment shall be construed in
accordance with and governed by the laws of the State of New York.

         10.     Severability.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.

         11.     No Other Amendment or Waiver.  Except for the amendments set
forth above, the text of the Loan Agreement and all other Loan Documents shall
remain unchanged and in full force and effect.  No waiver by the Collateral
Agent, the other Agents or the Banks under the Loan Agreement or any other Loan
Document is granted or intended except as expressly set forth herein, and the
Collateral Agent, the other Agents and the Banks expressly reserve the right to
require strict compliance in all other respects (whether or not in connection
with any Requests for Advance).  Except as set forth herein, the amendments
agreed to herein shall not constitute a modification of the Loan Agreement or
any of the other Loan Documents, or a course of dealing with the Collateral
Agent, the other Agents and the Banks, or any of them, at variance with the
Loan Agreement or any of the other Loan Documents, such as to require further
notice by the Collateral Agent, the other Agents, the Banks, the Majority
Banks, or any of them, to require strict compliance with the terms of the Loan
Agreement and the other Loan Documents in the future.





                                      -8-
<PAGE>   9
         12.     Representations and Warranties.  The Borrower hereby
represents and warrants in favor of the Agents and the Banks as follows:

         (a)     The Borrower has the corporate power and authority (i) to
enter into this Amendment and (ii) to do all other acts and things as are
required or contemplated hereunder to be done, observed and performed by it;

         (b)     This Amendment has been duly authorized, validly executed and
delivered by one or more Authorized Signatories of the Borrower and constitutes
the legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, subject, as to enforcement of
remedies, to the following qualifications: (i) an order of specific performance
and an injunction are discretionary remedies and, in particular, may not be
available where damages are considered an adequate remedy at law, and (ii)
enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting enforcement of
creditors' rights generally (insofar as any such law relates to the bankruptcy,
insolvency or similar event of the Borrower);

         (c)     Each of the representations and warranties set forth in
Section 4.1 of the Loan Agreement are true and correct as of the date hereof;
and

         (d)     There does not exist on the date hereof any Default or Event
of Default.

         13.     Loan Documents.  This document shall be deemed to be a Loan
Document for all purposes.

         14.     Effectiveness.  Upon receipt by the Administrative Agent of
executed signature pages of this Amendment from the Borrower and the Majority
Banks, this Amendment shall automatically be effective.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





                                      -9-
<PAGE>   10
         IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed by their duly authorized officers, all as of the day
and year first above written.


<TABLE>
<S>                                                         <C>
BORROWER:                                                   PALMER WIRELESS, INC., a Delaware corporation


                                                            By:  /s/ M. WAYNE WISEHART
                                                               ---------------------------------------------------------------------

                                                                   Its:     Vice-President
                                                                       -------------------------------------------------------------


ADMINISTRATIVE AGENT:                                       PNC BANK, NATIONAL ASSOCIATION


                                                            By:   /s/ THOMAS P. CARDEN
                                                               ---------------------------------------------------------------------

                                                                   Its:   VICE PRESIDENT
                                                                       -------------------------------------------------------------


DOCUMENTATION AGENT:                                        THE TORONTO-DOMINION BANK


                                                            By:   /s/ DIANE BAILEY
                                                               ---------------------------------------------------------------------

                                                                   Its:
                                                                       -------------------------------------------------------------


COLLATERAL AGENT:                                           TORONTO DOMINION (TEXAS), INC.


                                                            By:   /s/ DIANE BAILEY
                                                               ---------------------------------------------------------------------

                                                                   Its:    Vice President
                                                                       -------------------------------------------------------------


BANKS:                                                      PNC BANK, NATIONAL ASSOCIATION


                                                            By:   /s/ THOMAS P. CARDEN
                                                               ---------------------------------------------------------------------

                                                                   Its:   VICE PRESIDENT
                                                                       -------------------------------------------------------------
</TABLE>





                                              SECOND AMENDMENT TO LOAN AGREEMENT
                                                           PALMER WIRELESS, INC.
                                                                Signature Page 1

<PAGE>   11
<TABLE>
<S>                                                         <C>
                                                            THE TORONTO-DOMINION BANK


                                                            By: /s/ DIANE BAILEY
                                                               --------------------------------------------------------------------

                                                                   Its:
                                                                       ------------------------------------------------------------


                                                            NATIONSBANK OF TEXAS, N.A.


                                                            By:   [SIG]
                                                               --------------------------------------------------------------------

                                                                   Its:    Vice President
                                                                       ------------------------------------------------------------


                                                            CORESTATES BANK, N.A.


                                                            By:    [SIG]
                                                               --------------------------------------------------------------------

                                                                   Its:    Vice President
                                                                       ------------------------------------------------------------


                                                            FLEET BANK, N.A.


                                                            By:      /s/ TANYA M. CROSSLEY
                                                               --------------------------------------------------------------------

                                                                   Its:   VICE PRESIDENT
                                                                       ------------------------------------------------------------


                                                            FLEET NATIONAL BANK


                                                            By:      /s/ TANYA M. CROSSLEY
                                                               --------------------------------------------------------------------

                                                                   Its:   VICE PRESIDENT
                                                                       ------------------------------------------------------------


                                                            FIRST NATIONAL BANK OF MARYLAND


                                                            By:  [SIG]
                                                               --------------------------------------------------------------------

                                                                   Its:    VICE PRESIDENT
                                                                       ------------------------------------------------------------
</TABLE>





                                              SECOND AMENDMENT TO LOAN AGREEMENT
                                                           PALMER WIRELESS, INC.
                                                                Signature Page 2

<PAGE>   12
<TABLE>
<S>                                                         <C>
                                                            THE FIRST NATIONAL BANK OF BOSTON


                                                            By:    /s/ MARY E. MEDUSKI
                                                               --------------------------------------------------------------------

                                                                   Its:   Director
                                                                       ------------------------------------------------------------


                                                            CIBC INC.


                                                            By:    /s/ MARSHA HARNEY
                                                               --------------------------------------------------------------------

                                                                   Its: Director, CIBC Wood Gundy Securities Corp acting as Agent
                                                                       ------------------------------------------------------------
                                                                       for CIBC, Inc.
                                                                       ------------------------------------------------------------

                                                            FIRST UNION NATIONAL BANK OF NORTH CAROLINA


                                                            By:     /s/ JOHN BUTLER
                                                               --------------------------------------------------------------------

                                                                   Its:   Senior Vice President
                                                                       ------------------------------------------------------------


                                                            ROYAL BANK OF CANADA


                                                            By:  /s/ THOMAS BYRNE
                                                               --------------------------------------------------------------------

                                                                   Its:   Senior Manager
                                                                       ------------------------------------------------------------


                                                            BANQUE NATIONALE DE PARIS


                                                            By:   /s/ SERGE DESRAYAUD                          /s/ PAMELA LUCASH
                                                               --------------------------------------------------------------------

                                                                   Its:   V.P. Team Leader                   Assistant Treasurer
                                                                       ------------------------------------------------------------


                                                            UNION BANK OF CALIFORNIA, N.A. (formerly known as Union Bank and The
                                                            Bank of California, N.A.)


                                                            By:     /s/ J. KEVIN SAMPSON
                                                               ---------------------------------------------------------------------

                                                                   Its:   Vice President
                                                                       -------------------------------------------------------------
</TABLE>





                                              SECOND AMENDMENT TO LOAN AGREEMENT
                                                           PALMER WIRELESS, INC.
                                                                Signature Page 3

<PAGE>   13
<TABLE>
<S>                                                         <C>
                                                            BANK OF HAWAII


                                                            By:   /s/ BRUCE HELBERG
                                                               ---------------------------------------------------------------------

                                                                   Its:   Coorporate Banking Officer
                                                                       -------------------------------------------------------------


                                                            MERITA BANK LTD


                                                            By:    /s/ CHARLES J. LANSDOWNE                       [SIG]
                                                               ---------------------------------------------------------------------

                                                                   Its:  Vice President                       Vice President
                                                                       -------------------------------------------------------------


                                                            BANK OF MONTREAL, CHICAGO BRANCH


                                                            By:     /s/ YVONNE BOS
                                                               ---------------------------------------------------------------------

                                                                   Its:    SENIOR VICE PRESIDENT
                                                                       -------------------------------------------------------------


                                                            COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE


                                                            By:  /s/ MARCUS EDWARD                              /s/ SEAN MOUNIER
                                                               ---------------------------------------------------------------------

                                                                   Its:  Vice President                       First Vice Presidnet
                                                                       -------------------------------------------------------------


                                                            FIRST HAWAIIAN BANK


                                                            By:  /s/ DONALD C. YOUNG
                                                               ---------------------------------------------------------------------

                                                                   Its:   Assistant Vice President
                                                                       -------------------------------------------------------------


                                                            SOCIETE GENERALE


                                                            By:  /s/ BRYAN G. PETERMANN
                                                               ---------------------------------------------------------------------

                                                                   Its:  Vice President
                                                                       -------------------------------------------------------------

</TABLE>





                                              SECOND AMENDMENT TO LOAN AGREEMENT
                                                           PALMER WIRELESS, INC.
                                                                Signature Page 4

<PAGE>   14
<TABLE>
<S>                                                         <C>
                                                            KEYBANK NATIONAL ASSOCIATION (formerly known as Society National Bank)


                                                            By:    /s/ KATHLEEN MAYHER
                                                               ---------------------------------------------------------------------

                                                                   Its:   Senior Vice President
                                                                       -------------------------------------------------------------


                                                            CREDIT LYONNAIS CAYMAN ISLAND BRANCH


                                                            By:   /s/ MARK THORSHEIM
                                                               ---------------------------------------------------------------------

                                                                   Its:    Vice President
                                                                       -------------------------------------------------------------

</TABLE>





                                              SECOND AMENDMENT TO LOAN AGREEMENT
                                                           PALMER WIRELESS, INC.
                                                                Signature Page 5