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ASSUMPTION
AGREEMENT, dated as of October 18, 2006, made by HIGHLAND
CELLULAR LLC, a Delaware limited liability company (the “
Additional Grantor ”), in favor of BEAR STEARNS
CORPORATE LENDING INC., as Administrative Agent. All capitalized
terms not defined herein shall have the meaning ascribed to them in
the Credit Agreement referred to below.
WHEREAS,
American Cellular Corporation, a Delaware corporation (the “
Borrower ”), the Lenders, the Subsidiary Guarantors,
ACC Holdings, LLC, an Oklahoma limited liability company (“
Holdings ”), as Guarantor and the Administrative Agent
have entered into a Credit Agreement, dated as of August 7,
2006 (as amended, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”);
WHEREAS,
in connection with the Credit Agreement, the Borrower and certain
of its Affiliates (other than the Additional Grantor) have entered
into the Guarantee and Collateral Agreement, dated as of
August 7, 2006 (as amended, supplemented or otherwise modified
from time to time, the “ Guarantee and Collateral
Agreement ”) in favor of the Administrative Ag
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