ASSUMPTION AGREEMENT

Exhibit 10.2

ASSUMPTION AGREEMENT

          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.

W I T N E S S E T H :

          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 Agent for the benefit of the Secured Parties;

          WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Guarantee and Collateral