<PAGE>

EXHIBIT 4(d)(5)

                               FIRST AMENDMENT TO
                   SECOND AMENDED AND RESTATED LOAN AGREEMENT


         This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") dated as of the 31st day of July, 1996 (the "Amendment
Date"), by and among VANGUARD CELLULAR OPERATING CORP., a Delaware corporation
(the "Borrower"); and THE TORONTO-DOMINION BANK, THE BANK OF NEW YORK, CIBC,
INC., LTCB TRUST COMPANY, NATIONSBANK, N.A., THE BANK OF NOVA SCOTIA, BARCLAYS
BANK PLC, BANK OF MONTREAL, CHICAGO BRANCH, BANQUE NATIONAL DE PARIS, CREDIT
LYONNAIS CAYMAN ISLAND BRANCH, THE FIRST NATIONAL BANK OF MARYLAND, FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, FLEET NATIONAL BANK, THE FIRST NATIONAL BANK OF
BOSTON, ROYAL BANK OF CANADA, BANK OF TOKYO-MITSUBISHI TRUST COMPANY, SOCIETE
GENERALE, ABN AMRO BANK N.V., BANK OF HAWAII, CORESTATES BANK, N.A., MERIDIAN
BANK, FLEET BANK, N.A. (FORMERLY KNOWN AS NATWEST BANK N.A.), THE SUMITOMO TRUST
& BANKING CO., LTD., NEW YORK BRANCH, BANQUE PARIBAS, UNION BANK OF CALIFORNIA,
N.A., COBANK, ACB AND FIRST HAWAIIAN BANK (collectively and together with any
financial institution which subsequently becomes a 'Lender' under the Loan
Agreement, as such term is defined therein, the "Lenders"), and for purposes of
acknowledging notice of this Amendment, CIBC INC., LTCB TRUST COMPANY,
NATIONSBANK, N.A., THE BANK OF NOVA SCOTIA AND THE FIRST NATIONAL BANK OF
BOSTON, as co-agents (collectively, in such capacity, the "Co-Agents"); THE BANK
OF NEW YORK AND THE TORONTO-DOMINION BANK, as managing agents (collectively, in
such capacity, the "Managing Agents"); THE BANK OF NEW YORK, as administrative
agent (in such capacity, the "Administrative Agent"); THE TORONTO-DOMINION BANK,
as documentation/review agent (in such capacity, the "Documentation Agent"); and
TORONTO DOMINION (TEXAS), INC., as collateral agent (the "Collateral Agent"; the
Collateral Agent, the Documentation Agent, the Administrative Agent, the
Managing Agents and the Co-Agents are collectively referred to as the "Agents"),

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Lenders and the Agents are parties to that
certain Second Amended and Restated Loan Agreement dated as of April 10, 1996
(the "Loan Agreement"); and

         WHEREAS, in order to simplify the corporate structure of the Borrower
and its Subsidiaries, the Borrower desires to cause State College CellTelCo, a
District of Columbia general partnership ("State College"), Williamsport
Cellular Telephone Company, a Delaware general partnership ("Williamsport"), and
PA 10 - East Partnership, a Maryland general partnership ("PA 10"), each of
which is a Partnership Subsidiary of the Borrower, to sell all of their
respective assets to Pennsylvania Cellular


<PAGE>



Telephone Corp. ("Pennsylvania Cellular"), a North Carolina
corporation and a wholly-owned Subsidiary of the Borrower and the
general partner of State College, Williamsport and PA 10; and

         WHEREAS, the Borrower then desires to cause State College,
Williamsport and PA 10 to be dissolved; and

         WHEREAS, Vanguard Cellular Systems, Inc. ("Vanguard"), the
parent of the Borrower, desires to enter into certain interest
rate hedging transactions with respect to Vanguard's interest
obligations under the Vanguard Debentures; and

         WHEREAS, the Borrower desires to obtain letters of credit from time to
time, which letters of credit, if issued by any of the Lenders, shall be secured
by the Collateral; and

         WHEREAS, the Borrower has requested, and the Lenders and the Agents
have agreed, subject to the terms hereof, to consent to the consummation of the
transactions described above and to amend the Loan Agreement as more fully set
forth 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 and not defined herein
shall have the meanings ascribed thereto in the Loan Agreement, and further
agree as follows:

         1.       Amendment to Article 1.  Article 1 of the Loan
Agreement, Definitions, is hereby amended by deleting the
existing definition of "Loan Documents" in its entirety and by
substituting the following therefor:

                  "'Loan Documents' shall mean this Agreement, the Notes, the
         Security Documents, the Vanguard Assignment Agreement, the VCFC
         Assumption Agreement (upon its execution), the Certificate of Financial
         Condition, all legal opinions or reliance letters issued by counsel to
         the Borrower or any of its Subsidiaries, all fee letters (including,
         without limitation, those referred to in Section 2.5 hereof), all
         Requests for Advance, all Interest Rate Hedge Agreements and
         reimbursement agreements with respect to letters of credit permitted
         under Section 7.1(i) hereof, in each case, between the Borrower, on the
         one hand, and the Lenders or affiliates of the Lenders, or any of them,
         on the other hand (including all such Interest Rate Hedge Agreements
         and reimbursement agreements entered into prior to the Agreement Date),
         and all other documents and agreements executed or delivered in
         connection with or contemplated by this Agreement."



                                       -2-

<PAGE>



         2.       Amendments to Article 7.

         a. Section 7.1 of the Loan Agreement, Indebtedness of the Borrower and
its Subsidiaries, is hereby amended by (i) deleting "and" at the end of
subsection (g); (ii) substituting a semicolon and the word "and" for the period
at the end of subsection (h); and (iii) adding the following subsection (i):

                           "(i) Indebtedness with respect to letters of credit
         issued for the Borrower's account or the account of a Subsidiary of the
         Borrower, in the ordinary course of the Borrower's or such Subsidiary's
         business, in an aggregate amount not to exceed $2,000,000 at any time
         outstanding."

         b. Section 7.5 of the Loan Agreement, Limitation on Guaranties, is
hereby amended by (i) substituting a comma and the word "or" for the period at
the end of Section 7.5 and (ii) adding the following after the word "or" as a
new subsection (d) thereto:

         "(d) Guaranties arising as a result of any letters of credit issued for
         the Borrower's account or the account of a Subsidiary of the Borrower
         pursuant to Section 7.1(i) hereof."

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

         "(d) so long as no Default then exists or would be caused thereby, the
         Borrower may make distributions to Vanguard in an aggregate amount not
         to exceed the aggregate amount of current scheduled payments of accrued
         interest with respect to the Vanguard Debentures, plus or minus, as the
         case may be, the amount of any payments received or made, as the case
         may be, by Vanguard pursuant to any interest rate swap, cap, collar,
         floor, caption or swaption agreements, or any similar arrangements,
         which would not constitute an Event of Default under Section 8.1(r)
         hereof, entered into by Vanguard with respect to its obligations under
         the Vanguard Debentures, provided that such distributions shall be made
         solely for the purpose of permitting Vanguard to make current scheduled
         payments of accrued interest with respect to the Vanguard Debentures
         and payments pursuant to any such interest rate agreements or similar
         arrangements;".

         d. Section 7.7 of the Loan Agreement, Restricted Payments and
Purchases, is hereby further amended by adding the phrase "The Borrower may" at
the beginning of existing subsection 7.7(e).


                                       -3-

<PAGE>





         3.       Amendment to Article 8.  Section 8.1 of the Loan
Agreement, Events of Default, is hereby amended by deleting
subsection 8.1(r) in its entirety and by substituting the
following therefor:

                  "(r) Vanguard shall (i) make any acquisition of or investment
         in any assets or interests of any Person or (ii) issue or extend any
         Guaranties or incur any Indebtedness (excluding expenses incurred by
         Vanguard solely as a result of its operating obligations to the extent
         the payment thereof would be permitted pursuant to Section 7.7(e)
         hereof) other than (A) Indebtedness arising under the Vanguard
         Debentures and (B) obligations arising under any interest rate swap,
         cap, collar, floor, caption or swaption agreements, or any similar
         arrangements designed to reduce interest costs under the Vanguard
         Debentures, and having a notional amount of not more than fifty percent
         (50%) of the aggregate outstanding principal amount of the Vanguard
         Debentures, provided that Vanguard's obligation to pay interest in
         respect of such notional amount does not at any time exceed 10% per
         annum;"

         4.       Partnership Transfers.

                  (a) Notwithstanding Section 7.4(a) of the Loan Agreement, the
         Lenders hereby consent to the transfer of all of the assets of State
         College, Williamsport and PA 10 to Pennsylvania Cellular. The Lenders
         hereby authorize the Collateral Agent to enter into or obtain from the
         Borrower and its Subsidiaries such modifications to the Security
         Documents as the Collateral Agent may deem to be necessary or
         appropriate in order to reflect such transfers.

                  (b) Notwithstanding Section 7.4(b) of the Loan Agreement, the
         Lenders hereby consent to the dissolution of State College,
         Williamsport and PA 10 following the transfer of assets referred to in
         Section 4(a) above. The Lenders hereby authorize the Collateral Agent
         to take all such other actions as the Collateral Agent may deem to be
         necessary or appropriate in order to reflect such dissolutions and
         release of Collateral.

                  (c) The Borrower and the Lenders acknowledge and agree that,
         for purposes of Section 7.6(d) of the Loan Agreement, Pennsylvania
         Cellular shall be deemed to have made an Acquisition in an amount equal
         to the product of the aggregate purchase price paid by Pennsylvania
         Cellular for the assets acquired from State College, Williamsport and
         PA 10, multiplied by the sum of the respective percentages of
         partnership interests in State College, Williamsport and PA


                                       -4-

<PAGE>



         10 not owned by the Borrower or one or more of its wholly-owned
         Subsidiaries immediately prior to such purchase.

         5. No Other Amendment or Waiver. Notwithstanding the agreement of the
Lenders to the terms and provisions of this Amendment, the Borrower acknowledges
and expressly agrees that this Amendment is limited to the extent expressly set
forth herein and shall not constitute a modification of the Loan Agreement or
any other Loan Documents or a course of dealing at variance with the terms of
the Loan Agreement or any other Loan Documents (other than as expressly set
forth above) so as to require further notice by the Agents or the Lenders, or
any of them, of its or their intent to require strict adherence to the terms of
the Loan Agreement and the other Loan Documents in the future. All of the terms,
conditions, provisions and covenants of the Loan Agreement and the other Loan
Documents shall remain unaltered and in full force and effect except as
expressly modified by this Amendment.

         6.       Representations and Warranties.  The Borrower hereby
represents and warrants in favor of each Agent and each Lender 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 it in accordance
with its terms;

                  c. The execution and delivery of this Amendment and the
performance by the Borrower under the Loan Agreement and the other Loan
Documents to which it is a party, as amended hereby, do not and will not require
the consent or approval of any regulatory authority or governmental authority or
agency having jurisdiction over the Borrower or any of its Subsidiaries which
has not already been obtained, nor is in contravention of or in conflict with
the articles of incorporation or by-laws of the Borrower or any of its
Subsidiaries, or any provision of any statute, judgment, order, indenture,
instrument, agreement, or undertaking to which the Borrower or any of its
Subsidiaries is a party or by which any of their respective assets or properties
is or may become bound; and

                  d.       The representations and warranties contained in
Section 4.1 of the Loan Agreement remain true and correct as of
the date hereof, both before and after giving effect to this


                                       -5-

<PAGE>



Amendment, except to the extent previously fulfilled in
accordance with the terms of the Loan Agreement or to the extent
relating specifically to the Agreement Date.  No Default now
exists or will be caused hereby.

         7.       Conditions Precedent.  The effectiveness of this
Amendment is subject to the receipt by the Agents of counterparts
hereof executed by the Majority Lenders and the Borrower and of
all documents, instruments, consents or items which the Managing
Agents shall deem appropriate in connection herewith.

         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 one and the same instrument.

         9.       Loan Documents.  Each reference in the Loan Agreement
or any other Loan Document to the term "Loan Agreement" shall
hereafter mean and refer to the Loan Agreement as amended hereby
and as the same may hereafter be amended.

         10.      Governing Law.  This Amendment shall be construed in
accordance with and governed by the internal laws of the State of
New York, applicable to agreements made and to be performed in
New York.

         11.      Effective Date.  Upon satisfaction of the conditions
precedent referred to in Section 7 above, this Amendment shall be
effective as of July 31, 1996.

                  [Remainder of page intentionally left blank]


                                       -6-

<PAGE>



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


BORROWER:                                   VANGUARD CELLULAR OPERATING CORP., a
                                            Delaware corporation



                                     By:     /s/ Stephen L. Holcombe
                                      Name:   Stephen L. Holcombe
                                     Title:   Vice President

[CORPORATE SEAL]


                                    Attest:  /s/ Richard C. Rowlenson
                                      Name:    Richard C. Rowlenson
                                     Title:    Assistant Secretary


                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 1


<PAGE>



                                            TORONTO DOMINION (TEXAS), INC., as
                                            Collateral Agent



                                     By:    /s/ Melissa B. Nigro
                                      Name:   Melissa B. Nigro
                                     Title:   Vice President



                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 2


<PAGE>



                                      THE BANK OF NEW YORK, as Administrative
                                      Agent, a Managing Agent and a Lender



                               By:    /s/ James W. Whitaker
                                Name:   James W. Whitaker
                               Title:   Vice President


                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 3


<PAGE>



                                   THE TORONTO-DOMINION BANK, as
                                   Documentation Agent, a Managing Agent
                                   and a Lender



                                    By:  /s/ Kimberly Burleson
                                      Name:  Kimberly Burleson
                                     Title:  Mgr. CR Admin.



                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 4


<PAGE>



                                     CIBC, INC., as a Co-Agent and a Lender



                                     By:    /s/ Marisa J. Harney
                                      Name:    Marisa J. Harney
                                     Title:    Director 
                                               CIBC Wood Gundy Securities Corp.
                                               as Agent

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 5

<PAGE>



                                    LTCB TRUST COMPANY, as a Co-Agent and a
                                    Lender



                                    By:    /s/ Satoru Otsubo
                                      Name:   Satoru Otsubo
                                     Title:   Executive Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 6

<PAGE>



                                    NATIONSBANK, N.A., as a Co-Agent and a
                                    Lender



                                    By:   /s/ Jennifer O. Bishop
                                      Name:   Jennifer O. Bishop
                                     Title:   Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 7

<PAGE>



                                     THE BANK OF NOVA SCOTIA, as a Co-Agent
                                     and a Lender



                                     By:   /s/ Vincent J. Fitzgerald, Jr.
                                      Name:   Vincent J. Fitzgerald, Jr.
                                     Title:   Authorized Signatory

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 8

<PAGE>



                                     THE FIRST NATIONAL BANK OF BOSTON, as a
                                     Co-Agent and a Lender



                                     By:   /s/ Mary E. Meduski
                                      Name:    Mary E. Meduski
                                     Title:    Director

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                                Signature Page 9

<PAGE>



                         ABN AMRO BANK N.V., as a Lender



                                     By:   /s/ Larry Kelley
                                      Name:    Larry Kelley
                                     Title:    Group Vice President



                                      By:    /s/ Robert Budnek
                                      Name:      Robert Budnek
                                     Title:      Assistant Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 10

<PAGE>



                                  UNION BANK OF CALIFORNIA, N.A., as a
                                  Lender



                                  By:   /s/ J. Kevin Sampson
                                      Name:  J. Kevin Sampson
                                     Title:  Asst. Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 11

<PAGE>



                                     BANK OF HAWAII, as a Lender



                                     By:   /s/ Bruce Helberg
                                      Name:    Bruce Helberg
                                     Title:    Corporate Banking Officer

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 12

<PAGE>



                                   BANK OF MONTREAL, CHICAGO BRANCH, as a
                                   Lender



                                   By:   /s/ Allegra Griffiths
                                      Name:  Allegra Griffiths
                                     Title:  Director

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 13

<PAGE>



                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                   as a Lender



                                   By:  /s/ John P. Judge
                                      Name: John P. Judge
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 14

<PAGE>



                                    BANQUE NATIONALE DE PARIS, as a Lender



                                    By:   /s/ Serge Desrayaud
                                      Name:   Serge Desrayaud
                                     Title:   V.P./Team Leader



                                     By:   /s/ Pamela Lucash
                                      Name:    Pamela Lucash
                                     Title:    Assistant Treasurer

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 15

<PAGE>



                                   BANQUE PARIBAS, as a Lender



                                    By:  /s/ Nicole Cawley
                                      Name:  Nicole Cawley
                                     Title:  Vice President



                                    By:   /s/ Eileen M. Burke
                                      Name:   Eileen M. Burke
                                     Title:   Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 16

<PAGE>



                         BARCLAYS BANK PLC, as a Lender



                                    By:  /s/ James K. Downey
                                      Name:  James K. Downey
                                     Title:  Associate Director

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 17

<PAGE>



                                     CoBANK, ACB, as a Lender



                                     By: /s/ Anne F. Appleby
                                      Name:  Anne F. Appleby
                                     Title:  Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 18

<PAGE>



                                    CORESTATES BANK, N.A., as a Lender



                                    By: /s/ Chris Kalmbach
                                      Name: Chris Kalmbach
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 19

<PAGE>



                                  CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as
                                  a Lender



                                  By: /s/ James E. Morris
                                      Name: James E. Morris
                                     Title: Authorized Signature

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 20

<PAGE>



                                 FIRST HAWAIIAN BANK, as a Lender



                                  By: /s/ William R. Schink
                                      Name: William R. Schink
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 21

<PAGE>



                                  THE FIRST NATIONAL BANK OF MARYLAND, as
                                  a Lender



                                  By: /s/ Timothy A. Knabe
                                      Name: Timothy A. Knabe
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 22

<PAGE>



                                   FIRST UNION NATIONAL BANK OF NORTH
                                   CAROLINA, as a Lender



                                   By: /s/ Jim Redmon
                                      Name: Jim Redmon
                                     Title: SVP

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 23

<PAGE>



                                  FLEET BANK, N.A. (formerly known as
                                  Natwest Bank N.A.), as a Lender



                                  By: /s/ Paula H. Lang
                                      Name: Paula H. Lang
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 24

<PAGE>



                                   FLEET NATIONAL BANK, as a Lender



                                     By: /s/ Paula H. Lang
                                      Name:  Paula H. Lang
                                     Title:  Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 25

<PAGE>



                                  MERIDIAN BANK, as a Lender



                                  By: /s/ Chris Kalmbach
                                      Name: Chris Kalmbach
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 26

<PAGE>



                                    ROYAL BANK OF CANADA, as a Lender



                                    By: /s/ Thomas M. Byrne
                                      Name: Thomas M. Byrne
                                     Title: Manager

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 27

<PAGE>



                                  SOCIETE GENERALE, as a Lender



                                   By: /s/ John Sadik-Khan
                                      Name: John Sadik-Khan
                                     Title: Vice President

                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 28

<PAGE>


                                  THE SUMITOMO TRUST & BANKING CO., LTD.,
                                  NEW YORK BRANCH, as a Lender



                                  By: /s/ Suraj P. Bhatia
                                      Name: Suraj P. Bhatia
                                     Title: Senior Vice President
                                            Manager, Corporate Finance Dept.


                                               VANGUARD CELLULAR OPERATING CORP.
                                               FIRST AMENDMENT TO SECOND AMENDED
                                                     AND RESTATED LOAN AGREEMENT
                                                               Signature Page 29