
<PAGE>
 
                                                                   EXHIBIT-10.27


                  SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

         THIS  SECOND  AMENDED  AND  RESTATED  PLEDGE   AGREEMENT  (the  "Pledge
Agreement"),  dated as of  December  19,  1997 is made by ACC CORP.,  a Delaware
corporation (the  "Pledgor"),  in favor of FIRST UNION NATIONAL BANK, a national
banking association (the  "Administrative  Agent"), as Administrative  Agent for
the ratable benefit of itself and the financial  institutions (the "Lenders") as
are,  or may from time to time  become,  parties  to the  Credit  Agreement  (as
defined below).


                              STATEMENT OF PURPOSE

         The Pledgor has previously executed and delivered to the Administrative
Agent a Pledge  Agreement  dated as of July 21, 1995,  as amended by the Amended
and Restated  Pledge  Agreement dated as of January 14, 1997 (the "First Amended
and Restated Pledge Agreement").

         Pursuant to the Second Amended and Restated Credit Agreement,  dated as
of even date herewith (as amended,  restated or otherwise modified,  the "Credit
Agreement"),  between the Pledgor  and  certain  Subsidiaries  of the Pledgor as
Borrowers  thereunder  (collectively,  the  "Borrowers"),  the  Lenders  and the
Administrative  Agent,  the Lenders  will  provide  Extensions  of Credit to the
Borrowers as more specifically described in the Credit Agreement.

         The Pledgor is the legal and beneficial  owner of the shares of Pledged
Stock (as  hereinafter  defined)  issued by the  Domestic  Subsidiaries  and the
Foreign   Subsidiaries,   as  specified  on  Schedule  1  attached   hereto  and
incorporated herein by reference (collectively, the "Issuers").

         In  connection  with  the  transactions   contemplated  by  the  Credit
Agreement and as a condition precedent thereto,  the Lenders have requested that
the Pledgor amend and restate the First Amended and Restated  Pledge  Agreement,
and the  Pledgor  has  agreed  to do so  pursuant  to the  terms of this  Pledge
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises and to induce the
Administrative  Agent and the  Lenders  to enter into and make  available  Loans
pursuant  to  the  Credit   Agreement,   the  Pledgor  hereby  agrees  with  the
Administrative Agent for the ratable benefit of itself and Lenders as follows:

         1. Defined Terms.  Unless  otherwise  defined  herein,  terms which are
defined in the Credit  Agreement and used herein are so used as so defined,  and
the following terms shall have the following meanings:

                  "Code" means the Uniform  Commercial Code from time to time in
         effect in the State of North Carolina.
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                  "Collateral" means the Pledged Stock and all Proceeds.

                  "Foreign   Subsidiaries"   means  the  collective   reference 
          to  all Subsidiaries that are not Domestic Subsidiaries.

                  "Pledge  Agreement"  means this Second  Amended  and  Restated
         Pledge Agreement, as further amended, restated or otherwise modified.

                  "Pledged  Stock"  means the  shares of  capital  stock of each
         Issuer   listed  on  Schedule  1  hereto,   together   with  all  stock
         certificates,  options or rights of any nature  whatsoever  that may be
         issued or  granted by such  Issuer to the  Pledgor  while  this  Pledge
         Agreement is in effect.

                  "Proceeds"  means all  "proceeds"  as such term is  defined in
         Section  9-306(1)  of the Code on the date  hereof  and,  in any event,
         shall include,  without limitation,  all dividends or other income from
         the Pledged  Stock,  collections  thereon,  proceeds of sale thereof or
         distributions with respect thereto.

                  "Secured  Obligations" means the Obligations of the Pledgor as
         defined in the Credit  Agreement  and any renewals or extensions of any
         of such Obligations.

         2. Pledge and Grant of Security Interests.  The Pledgor hereby delivers
to the Administrative  Agent, for the ratable benefit of itself and the Lenders,
all of the Pledged Stock and hereby grants to the Administrative  Agent, for the
ratable benefit of itself and the Lenders, a first priority security interest in
such Pledged  Stock and all other  Collateral,  as  collateral  security for the
prompt and  complete  payment and  performance  when due  (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations.

         3. Stock Powers.  Concurrently with the delivery to the  Administrative
Agent of each certificate  representing one or more shares of Pledged Stock, the
Pledgor  shall deliver an undated stock power  covering such  certificate,  duly
executed in blank by the Pledgor with, if the Administrative  Agent so requests,
signature guaranteed.

         4.  Representations and Warranties.  To induce the Administrative Agent
and the  Lenders to execute the Credit  Agreement,  provide  any  Extensions  of
Credit  and  accept  the  security   contemplated  hereby,  the  Pledgor  hereby
represents and warrants that:

                  (a) the Pledgor has the corporate  power,  authority and legal
         right to execute and deliver,  to perform its obligations under, and to
         grant the Lien on the Collateral pursuant to, this Pledge Agreement and
         has taken all necessary  corporate  action to authorize its  execution,
         delivery and  performance  of, and grant of the Lien on the  Collateral
         pursuant to, this Pledge Agreement;
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                  (b) this  Pledge  Agreement  constitutes  a legal,  valid  and
         binding  obligation of the Pledgor  enforceable  against the Pledgor in
         accordance with its terms,  except as enforceability  may be limited by
         bankruptcy,  insolvency,  reorganization,  moratorium  or similar  laws
         affecting the  enforcement  of creditors'  rights  generally and by the
         availability of equitable remedies;

                  (c) the  execution,  delivery and  performance  of this Pledge
         Agreement  will not  violate any  provision  of any  Applicable  Law or
         contractual  obligation  of the  Pledgor  and  will not  result  in the
         creation or imposition of any Lien on any of the properties or revenues
         of  the  Pledgor   pursuant  to  any   Applicable  Law  or  contractual
         obligation, except as contemplated hereby;

                  (d) except as contemplated in Section 11 hereof, no consent or
         authorization  of,  filing with,  or other act by or in respect of, any
         arbitrator or Governmental Authority and no consent of any other Person
         (including,  without  limitation,  any  stockholder  or creditor of the
         Pledgor or any Issuer),  is required in connection  with the execution,
         delivery,  performance,  validity or enforceability against the Pledgor
         of this Pledge Agreement;

                  (e) no  litigation,  investigation  or proceeding of or before
         any  arbitrator  or  Governmental  Authority  is  pending  or,  to  the
         knowledge  of the  Pledgor,  threatened  by or against  the  Pledgor or
         against any of its  properties  or revenues with respect to this Pledge
         Agreement or any of the transactions contemplated hereby;

                  (f)  the  shares  of  Pledged   Stock  listed  on  Schedule  1
         constitute all the issued and outstanding  shares of all classes of the
         capital  stock  of each of the  Domestic  Subsidiaries  and  constitute
         66.66% of all the  issued  and  outstanding  shares of all  classes  of
         capital stock of all Foreign Subsidiaries owned by the Pledgor;

                  (g) all the  shares of the  Pledged  Stock  have been duly and
         validly issued and are fully paid and nonassessable;

                  (h) the Pledgor is the record and beneficial owner of, and has
         good and  marketable  title to, the Pledged Stock listed on Schedule 1,
         free of any and all Liens or  options  in favor of, or claims  of,  any
         other Person, except the Lien created by this Pledge Agreement; and

                  (i) upon  delivery  to the  Administrative  Agent of the stock
         certificates evidencing the Pledged Stock, the Lien granted pursuant to
         this Pledge Agreement will constitute a valid, perfected first priority
         Lien on the Pledged Stock and the Proceeds related thereto, enforceable
         as such against all creditors of the Pledgor and any Persons purporting
         to purchase any of the Pledged Stock from the Pledgor.
<PAGE>
 
         5.  Certain  Covenants.  The  Pledgor  covenants  and  agrees  with the
Administrative  Agent for the ratable  benefit of itself and the  Lenders  that,
from and after the date of this Pledge  Agreement until the Secured  Obligations
are paid in full and the Commitments are terminated:

                  (a) If the Pledgor shall,  as a result of its ownership of the
         Pledged  Stock,  become  entitled to receive or shall receive any stock
         certificate   (including,    without   limitation,    any   certificate
         representing a stock dividend or a distribution  in connection with any
         reclassification,  increase or reduction of capital or any  certificate
         issued  in  connection  with any  reorganization),  option  or  rights,
         whether in addition to, in  substitution  of, as a conversion of, or in
         exchange for any shares of the Pledged  Stock,  or otherwise in respect
         thereof,  the  Pledgor  shall  accept  the  same  as the  agent  of the
         Administrative  Agent,  hold the same in trust  for the  Administrative
         Agent and deliver the same forthwith to the Administrative Agent in the
         exact form received, duly indorsed by the Pledgor to the Administrative
         Agent, if required,  together with an undated stock power covering such
         certificate  duly  executed in blank by the  Pledgor  and with,  if the
         Administrative Agent so requests,  signature guaranteed,  to be held by
         the  Administrative  Agent,  subject to the terms hereof, as additional
         collateral security for the Secured Obligations;  PROVIDED,  that in no
         event shall more than 66.66% of all the issued and  outstanding  shares
         of all  classes of capital  stock of each of the  Foreign  Subsidiaries
         constitute  collateral security hereunder.  In addition,  any sums paid
         upon or in  respect  of the  Pledged  Stock  upon  the  liquidation  or
         dissolution of any Issuer shall be held by the Administrative  Agent as
         additional collateral security for the Secured Obligations.

                  (b) Without the prior  written  consent of the  Administrative
         Agent,  the  Pledgor  will not (i) vote to  enable,  or take any  other
         action  to  permit,  any  Issuer  to issue  any  stock or other  equity
         securities of any nature or to issue any other  securities  convertible
         into or granting  the right to  purchase  or exchange  for any stock or
         other  equity  securities  of any  nature of such  Issuer,  (ii)  sell,
         assign,  transfer,  exchange,  or  otherwise  dispose  of, or grant any
         option with respect to, the Pledged  Stock,  or (iii) create,  incur or
         permit  to exist  any Lien or  option  in favor of, or any claim of any
         Person with respect to, any of the Collateral, or any interest therein,
         except for the Lien provided for by this Pledge Agreement.  The Pledgor
         will defend the right, title and interest of the  Administrative  Agent
         in and to the Collateral  against the claims and demands of all Persons
         whomsoever.

                  (c) At any  time  and from  time to  time,  upon  the  written
         request of the  Administrative  Agent,  and at the sole  expense of the
         Pledgor,  the Pledgor  will  promptly and duly execute and deliver such
         further  instruments and documents and take such further actions as the
         Administrative  Agent  may  reasonably  request  for  the  purposes  of
         obtaining or preserving the full benefits of this Pledge  Agreement and
         of the rights and powers herein granted. If any amount payable under or
         in connection with any of the Collateral  shall be or become  evidenced
         by any promissory note,  other instrument or chattel paper,  such note,
         instrument or chattel paper shall be immediately delivered to the
<PAGE>
 
         Administrative  Agent,  duly endorsed in a manner  satisfactory  to the
         Administrative  Agent, to be held as Collateral pursuant to this Pledge
         Agreement.

                  (d) The Pledgor agrees to pay, and to save the  Administrative
         Agent and the  Lenders  harmless  from,  any and all  liabilities  with
         respect to, or resulting  from any delay in paying,  any and all stamp,
         excise, sales or other similar taxes which may be payable or determined
         to be payable with respect to any of the  Collateral  or in  connection
         with any of the transactions contemplated by this Pledge Agreement.

                  (e)  On or  prior  to  the  formation  or  acquisition  of any
         Subsidiary  of  the  Pledgor,   the  Pledgor  agrees  to  execute  such
         amendments and supplements to this Pledge Agreement,  including without
         limitation the Pledge Agreement  Supplement  attached hereto,  and such
         other documents and instruments and to take any and all actions, all as
         shall be necessary,  in the reasonable  judgment of the  Administrative
         Agent, to pledge the Pledgor's  interest therein to the  Administrative
         Agent for the ratable benefit of itself and the Lenders.

                  (f) Without the prior  written  consent of the  Administrative
         Agent,  the  Pledgor  will not sell,  assign,  transfer,  exchange,  or
         otherwise  dispose of, or grant any option with  respect to, or create,
         incur or  permit  to exist any Lien or option in favor of, or any claim
         of any Person with  respect  to, any of the shares of capital  stock of
         any Foreign  Subsidiary owned by the Pledgor but not pledged hereunder,
         or any  interest  therein,  except as otherwise  permitted  pursuant to
         Section 10.3 or Section 10.4 of the Credit Agreement.

         6. Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing and the Administrative  Agent shall have given notice
to the  Pledgor of the  Administrative  Agent's  intent to  exercise  its rights
pursuant to Section 7 below,  the Pledgor shall be permitted to receive all cash
dividends paid in accordance  with the terms of the Credit  Agreement in respect
of the  Pledged  Stock and to  exercise  all voting and  corporate  rights  with
respect to the Pledged Stock; PROVIDED,  that no vote shall be cast or corporate
right exercised or other action taken which would impair the Collateral or which
would be  inconsistent  with or result in any  violation of any provision of the
Credit Agreement, the Notes, any other Loan Documents or this Pledge Agreement.

         7. Rights of the Administrative Agent.

         (a) If an  Event of  Default  shall  occur  and be  continuing  and the
Administrative  Agent shall give notice of its intent to exercise such rights to
the Pledgor,  (i) the  Administrative  Agent shall have the right to receive any
and all cash dividends paid in respect of the Pledged Stock and make application
thereof to the Secured Obligations,  in the order set forth in Section 10 of the
Security  Agreement and (ii) all shares of the Pledged Stock shall be registered
in the name of the Administrative  Agent or its nominee,  and the Administrative
Agent or its nominee may thereafter exercise (A) all voting, corporate and other
rights  pertaining  to such  shares  of the  Pledged  Stock  at any  meeting  of
shareholders of the applicable Issuer or otherwise and (B) any
<PAGE>
 
and all  rights of  conversion,  exchange,  subscription  and any other  rights,
privileges  or options  pertaining  to such shares of the Pledged Stock as if it
were the absolute owner thereof  (including,  without  limitation,  the right to
exchange at its  discretion  any and all of the  Pledged  Stock upon the merger,
consolidation,  reorganization,  recapitalization or other fundamental change in
the corporate  structure of the applicable  Issuer,  or upon the exercise by the
Pledgor or the Administrative Agent of any right, privilege or option pertaining
to such shares of the Pledged Stock, and in connection  therewith,  the right to
deposit  and  deliver  any and all of the  Pledged  Stock  with  any  committee,
depositary, transfer agent, registrar or other designated agency upon such terms
and conditions as it may determine), all without liability except to account for
property  actually  received by it, but the  Administrative  Agent shall have no
duty to the Pledgor to exercise  any such right,  privilege  or option and shall
not be responsible for any failure to do so or delay in so doing.

         (b) The rights of the  Administrative  Agent and the Lenders  hereunder
shall not be  conditioned or contingent  upon the pursuit by the  Administrative
Agent or any Lender of any right or remedy  against  the  Pledgor or against any
other Person which may be or become  liable in respect of all or any part of the
Secured  Obligations  or against any  collateral  security  therefor,  guarantee
therefor or right of offset with  respect  thereto.  Neither the  Administrative
Agent nor any  Lender  shall be liable for any  failure  to  demand,  collect or
realize upon all or any part of the Collateral or for any delay in doing so, nor
shall the  Administrative  Agent be under any  obligation  to sell or  otherwise
dispose of any Collateral upon the request of the Pledgor or any other Person or
to take any other action  whatsoever  with regard to the  Collateral or any part
thereof.

         8. Remedies. If an Event of Default shall occur and be continuing, with
the consent of the Required Lenders,  the Administrative Agent may, and upon the
request of the Required Lenders,  the  Administrative  Agent shall,  exercise on
behalf of itself and the Lenders, all rights and remedies granted in this Pledge
Agreement  and in any other  instrument  or agreement  securing,  evidencing  or
relating to the Secured  Obligations,  and in addition  thereto,  all rights and
remedies of a secured party under the Code.  Without  limiting the generality of
the foregoing with regard to the scope of the  Administrative  Agent's remedies,
the  Administrative  Agent,  without  demand  of  performance  or other  demand,
presentment,  protest,  advertisement  or notice of any kind  (except any notice
required  by law  referred to below) to or upon the  Pledgor,  any Issuer or any
other  Person  (all and  each of which  demands,  defenses,  advertisements  and
notices  are  hereby  waived),  may in  such  circumstances  forthwith  collect,
receive,  appropriate  and realize  upon the  Collateral,  or any part  thereof,
and/or may  forthwith  sell,  assign,  give  option or options  to  purchase  or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board or office
of the  Administrative  Agent or any  Lender or  elsewhere  upon such  terms and
conditions as it may deem  advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without  assumption of any credit risk.
The Administrative Agent or any Lender shall have the right upon any such public
sale or sales,  and, to the extent  permitted by law, upon any such private sale
or sales,  to purchase the whole or any part of the Collateral so sold,  free of
any right or equity of redemption in the
<PAGE>
 
Pledgor,  which right or equity is hereby waived or released. The Administrative
Agent shall apply any Proceeds from time to time held by it and the net proceeds
of any such collection,  recovery, receipt, appropriation,  realization or sale,
after  deducting  all  reasonable  costs and expenses of every kind  incurred in
respect  thereof  or  incidental  to  the  care  or  safekeeping  of  any of the
Collateral  or in any  way  relating  to the  Collateral  or the  rights  of the
Administrative Agent and the Lenders hereunder,  including,  without limitation,
reasonable  attorneys' fees and disbursements of counsel thereto, to the payment
in  whole or in part of the  Secured  Obligations,  in the  order  set  forth in
Section 10 of the Security Agreement,  and only after such application and after
the  payment by the  Administrative  Agent of any other  amount  required by any
provision of law,  including,  without  limitation,  Section  9-504(1)(c) of the
Code,  need the  Administrative  Agent  account for the surplus,  if any, to the
Pledgor.  To the extent  permitted by  applicable  law,  the Pledgor  waives all
claims,  damages and demands it may acquire against the Administrative  Agent or
any Lender arising out of the exercise by them of any rights  hereunder.  If any
notice of a proposed sale or other  disposition of Collateral  shall be required
by law, such notice shall be deemed  reasonable  and proper if given at least 10
days  before such sale or other  disposition.  The  Pledgor  further  waives and
agrees not to assert any rights or privileges which it may acquire under Section
9-112 of the Code.

         9.  Registration Rights; Private Sales.

         (a) If the  Administrative  Agent shall determine to exercise its right
to sell any or all of the Pledged Stock pursuant to Section 8 hereof,  and if in
the opinion of the Administrative Agent it is necessary or advisable to have the
Pledged  Stock,  or that  portion  thereof  to be  sold,  registered  under  the
provisions of the Securities Act of 1933, as amended (the "Securities Act"), the
Pledgor will cause the applicable  Issuer to (i) execute and deliver,  and cause
the directors and officers of the applicable Issuer to execute and deliver,  all
such  instruments and documents,  and do or cause to be done all such other acts
as may be, in the opinion of the Administrative Agent, necessary or advisable to
register  the  Pledged  Stock,  or that  portion  thereof to be sold,  under the
provisions  of the  Securities  Act,  (ii) to use its best  efforts to cause the
registration  statement  relating  thereto  to  become  effective  and to remain
effective for a period of one year from the date of the first public offering of
the Pledged  Stock,  or that portion  thereof to be sold,  and (iii) to make all
amendments thereto and/or to the related prospectus which, in the opinion of the
Administrative  Agent,  are necessary or advisable,  all in conformity  with the
requirements  of the  Securities  Act  and  the  rules  and  regulations  of the
Securities and Exchange  Commission  applicable  thereto.  The Pledgor agrees to
cause the  applicable  Issuer to comply with the provisions of the securities or
"Blue  Sky" laws of any and all  jurisdictions  which the  Administrative  Agent
shall  designate  and to make  available  to its  security  holders,  as soon as
practicable,  an  earnings  statement  (which  need not be  audited)  which will
satisfy the provisions of Section 11(a) of the Securities Act.

         (b) The Pledgor recognizes that the Administrative  Agent may be unable
to effect a public  sale of any or all the Pledged  Stock,  by reason of certain
prohibitions  contained in the Securities Act and  applicable  state  securities
laws or  otherwise,  and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to
<PAGE>
 
agree,  among other things, to acquire such securities for their own account for
investment  and not  with a view to the  distribution  or  resale  thereof.  The
Pledgor  acknowledges and agrees that any such private sale may result in prices
and  other  terms  less  favorable  than if such  sale  were a public  sale and,
notwithstanding such circumstances, agrees that, in the event the Administrative
Agent is unable to effect a public  sale,  any such private sale shall be deemed
to have been made in a commercially  reasonable manner. The Administrative Agent
shall be under no obligation to delay a sale of any of the Pledged Stock for the
period of time  necessary  to permit  the  applicable  Issuer to  register  such
securities for public sale under the Securities Act, or under  applicable  state
securities laws, even if the applicable Issuer would agree to do so.

         (c) The Pledgor  further  agrees to use its best efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of
all or any  portion  of the  Collateral  pursuant  to this  Section  9 valid and
binding and in compliance  with any and all other  Applicable  Laws. The Pledgor
further agrees that a breach of any of the covenants contained in this Section 9
will cause irreparable  injury to the  Administrative  Agent and the Lenders not
compensable in damages,  that the  Administrative  Agent and the Lenders have no
adequate  remedy at law in respect of such breach and,  as a  consequence,  that
each and  every  covenant  contained  in this  Section  9 shall be  specifically
enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants
except for a defense  that no Event of  Default  has  occurred  under the Credit
Agreement.

         10.  Amendments,  etc.  With  Respect to the Secured  Obligations.  The
Pledgor  shall  remain  obligated  hereunder,  and the  Collateral  shall remain
subject  to  the  Lien  granted  hereby,   notwithstanding   that,  without  any
reservation  of rights  against the  Pledgor,  and without  notice to or further
assent by the Pledgor,  any demand for payment of any of the Secured Obligations
made  by  the  Administrative  Agent  or any  Lender  may  be  rescinded  by the
Administrative  Agent  or  such  Lender,  and  any  of the  Secured  Obligations
continued,  and the Secured Obligations,  or the liability of the Pledgor or any
other  Person  upon or for any  part  thereof,  or any  collateral  security  or
guarantee  therefor or right of offset with respect  thereto,  may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered, or released by the Administrative Agent or any
Lender,  and the Credit  Agreement,  the Notes, any other Loan Documents and any
other documents  executed and delivered in connection  therewith may be amended,
modified,  supplemented or terminated,  in whole or part, as the Lenders (or the
Required Lenders,  as the case may be) may deem advisable from time to time, and
any guarantee,  right of offset or other collateral security at any time held by
the  Administrative  Agent  or  any  Lender  for  the  payment  of  the  Secured
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative  Agent nor any  Lender  shall  have any  obligation  to  protect,
secure,  perfect or insure any other Lien at any time held by it as security for
the Secured Obligations or any property subject thereto.  The Pledgor waives any
and all  notice of the  creation,  renewal,  extension  or accrual of any of the
Secured  Obligations  and notice of or proof of reliance  by the  Administrative
Agent or any Lender upon this Pledge Agreement; the Secured Obligations, and any
of them,  shall  conclusively  be  deemed to have been  created,  contracted  or
incurred in reliance upon this Pledge Agreement; and all dealings
<PAGE>
 
between  the  Pledgor,  on the one hand,  and the  Administrative  Agent and the
Lenders, on the other, shall likewise be conclusively  presumed to have been had
or  consummated  in reliance  upon this  Pledge  Agreement.  The Pledgor  waives
diligence,  presentment,  protest,  demand for  payment and notice of default or
nonpayment  to  or  upon  the  Pledgor  with  respect  to  any  of  the  Secured
Obligations.

         11.  Regulatory  Approval.  The Pledgor will, at its expense,  promptly
execute and deliver,  or cause the execution and delivery of, all  applications,
certificates,  instruments,  registration statements and all other documents and
papers the Administrative  Agent may reasonably request or as may be required by
law in  connection  with the obtaining of any consent,  approval,  registration,
qualification  or  authorization  of the FCC, CRTC, DTI,  OFTEL,  the Regulating
Authority for  Telecommunications and Postal Services  (Regulierungsbehorde  fur
Telekommunikation   und  Post)  and  any  applicable  PUC   (collectively,   the
"Regulatory  Authorities")  or of any other Person  necessary or appropriate for
the  effective  exercise  of any rights  under this  Pledge  Agreement.  Without
limiting the  generality  of the  foregoing,  if an Event of Default  shall have
occurred  and be  continuing,  the  Pledgor  shall  take any  action  which  the
Administrative  Agent may reasonably  request in order to transfer and assign to
the  Administrative  Agent,  or to  such  one  or  more  third  parties  as  the
Administrative Agent may designate,  or to a combination of the foregoing,  each
Communications License and PUC Authorization.  To enforce the provisions of this
Section,  upon the occurrence and during the continuance of an Event of Default,
the  Administrative  Agent is empowered to request the appointment of a receiver
from any court of competent  jurisdiction.  Such receiver shall be instructed to
seek from the Regulatory  Authorities an involuntary transfer of control of each
such  Communications  License and PUC Authorization for the purpose of seeking a
bona fide purchaser to whom control will ultimately be transferred.  The Pledgor
hereby  agrees to  authorize  such an  involuntary  transfer of control upon the
request of the  receiver  so  appointed  and,  if the  Pledgor  shall  refuse to
authorize  the  transfer,  its approval  may be required by the court.  Upon the
occurrence and during the continuance of an Event of Default,  the Pledgor shall
further use its best efforts to assist in obtaining  approval of the  Regulatory
Authorities,  if required,  for any action or transactions  contemplated by this
Pledge Agreement including,  without limitation, the preparation,  execution and
filing with the Regulatory Authorities of the assignor's or transferor's portion
of  any  application  or  applications  for  consent  to the  assignment  of any
Communications  License and PUC  Authorizations or transfer of control necessary
or appropriate under the rules and regulations of the Regulatory Authorities for
the approval of the  transfer or  assignment  of any portion of the  Collateral,
together with any Communications License and applicable PUC Authorizations.  The
Pledgor  acknowledges  that the  assignment  or transfer of each  Communications
License and  applicable  PUC  Authorizations  is integral to the  Administrative
Agent's and the Lenders' realization of the value of the Collateral,  that there
is no  adequate  remedy at law for  failure by the  Pledgor  to comply  with the
provisions of this Section and that such failure would cause irreparable  injury
not adequately  compensable in damages, and therefore agrees that each and every
covenant contained in this Section may be specifically enforced, and the Pledgor
hereby  waives  and  agrees  not to assert  any  defenses  against an action for
specific performance of such covenants.
<PAGE>
 
         12.  Limitation  on Duties  Regarding  Collateral.  The  Administrative
Agent's  sole  duty  with  respect  to the  custody,  safekeeping  and  physical
preservation  of the  Collateral in its  possession,  under Section 9-207 of the
Code  or  otherwise,  shall  be to  deal  with  it in  the  same  manner  as the
Administrative  Agent deals with  similar  securities  and  property for its own
account.  Neither  the  Administrative  Agent,  any  Lender  nor  any  of  their
respective directors,  officers, employees or agents shall be liable for failure
to demand,  collect or realize  upon any of the  Collateral  or for any delay in
doing so or shall be under any  obligation  to sell or otherwise  dispose of any
Collateral upon the request of the Pledgor or otherwise.

         13. Powers Coupled with an Interest.  All  authorizations  and agencies
herein contained with respect to the Collateral  constitute  irrevocable  powers
coupled with an interest.

         14.  Severability.  Any  provision  of this Pledge  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         15.  Paragraph  Headings.  The  paragraph  headings used in this Pledge
Agreement  are for  convenience  of  reference  only and are not to  affect  the
construction hereof or be taken into consideration in the interpretation hereof.

         16. No Waiver;  Cumulative  Remedies.  Neither the Administrative Agent
nor any Lender  shall by any act  (except by a written  instrument  pursuant  to
Section 17 hereof) be deemed to have waived any right or remedy  hereunder or to
have  acquiesced  in any  Default or Event of Default or in any breach of any of
the terms and  conditions  hereof.  No  failure  to  exercise,  nor any delay in
exercising,  on the part of the  Administrative  Agent or any Lender, any right,
power or privilege  hereunder  shall operate as a waiver  thereof.  No single or
partial exercise of any right,  power or privilege  hereunder shall preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege.  A waiver by the  Administrative  Agent or any Lender of any right or
remedy  hereunder  on any one  occasion  shall not be  construed as a bar to any
right or remedy which the  Administrative  Agent or such Lender would  otherwise
have on any future  occasion.  The  rights  and  remedies  herein  provided  are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

         17. Waivers and Amendments; Successors and Assigns; Governing Law. None
of the terms or provisions of this Pledge Agreement may be amended, supplemented
or otherwise modified except by a written instrument executed by the Pledgor and
the Administrative  Agent; PROVIDED that any consent by the Administrative Agent
to any waiver, amendment,  supplement or modification hereto shall be subject to
approval  thereof  by  the  Lenders  or  Required  Lenders,  as  applicable,  in
accordance  with Section 14.11 of the Credit  Agreement.  This Pledge  Agreement
shall be binding upon the  successors and assigns of the Pledgor and shall inure
to the benefit of the Administrative  Agent and the Lenders and their respective
successors and assigns. This
<PAGE>
 
Pledge  Agreement  shall be  governed  by,  and  construed  and  interpreted  in
accordance with, the laws of the State of North Carolina.

         18. Notices. All notices and communications hereunder shall be given to
the  addresses  and  otherwise  in  accordance  with  Section 14.1 of the Credit
Agreement.

         19. Irrevocable  Authorization and Instruction to Issuers.  The Pledgor
hereby  authorizes  and  instructs  each Issuer to comply  with any  instruction
received by it from the Administrative  Agent in writing that (a) states that an
Event  of  Default  has  occurred  and is  continuing  and (b) is  otherwise  in
accordance with the terms of this Pledge Agreement, without any other or further
instructions from the Pledgor,  and the Pledgor agrees that such Issuer shall be
fully protected in so complying.

         20. Authority of  Administrative  Agent. The Pledgor  acknowledges that
the rights and  responsibilities  of the Administrative  Agent under this Pledge
Agreement  with respect to any action taken by the  Administrative  Agent or the
exercise or  non-exercise  by the  Administrative  Agent of any  option,  voting
right,  request,  judgment  or other  right or  remedy  provided  for  herein or
resulting  or  arising  out of this  Pledge  Agreement  shall,  as  between  the
Administrative Agent and the Lenders, be governed by the Credit Agreement and by
such other  agreements with respect thereto as may exist from time to time among
them,  but,  as  between  the   Administrative   Agent  and  the  Pledgor,   the
Administrative  Agent shall be  conclusively  presumed to be acting as agent for
itself and the Lenders  with full and valid  authority so to act or refrain from
acting, and neither the Pledgor nor any Issuer shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

         21. Consent to Jurisdiction. The Pledgor hereby irrevocably consents to
the personal jurisdiction of the state and federal courts located in Mecklenburg
County, North Carolina,  in any action, claim or other proceeding arising out of
or any  dispute  in  connection  with  this  Pledge  Agreement,  any  rights  or
obligations  hereunder,  or the performance of such rights and obligations.  The
Pledgor  hereby  irrevocably  consents to the service of a summons and complaint
and  other  process  in  any  action,   claim  or  proceeding   brought  by  the
Administrative Agent or any Lender in connection with this Pledge Agreement, any
rights  or  obligations  hereunder,  or  the  performance  of  such  rights  and
obligations,  on behalf of itself or its  property,  in the manner  provided  in
Section  14.1 of the Credit  Agreement.  Nothing in this Section 21 shall affect
the right of the  Administrative  Agent or any Lender to serve legal  process in
any  other  manner  permitted  by  Applicable  Law or  affect  the  right of the
Administrative Agent or any Lender to bring any action or proceeding against the
Pledgor or its properties in the courts of any other jurisdictions.

         22.      Binding Arbitration; Waiver of Jury Trial.

         (a) Binding  Arbitration.  If in the  reasonable  determination  of the
Administrative Agent and its counsel, Section 22(b) is unenforceable under North
Carolina  law unless  paired  with a binding  arbitration  provision,  then upon
demand of any party made within ninety (90)
<PAGE>
 
days  after  institution  of any  judicial  proceeding,  any  dispute,  claim or
controversy  between a Lender (or group of Lenders)  and a Borrower (or group of
Borrowers)  (but not any  dispute,  claim or  controversy  among any Lenders not
involving  any  Borrower)  arising  out of,  connected  with or relating to this
Pledge Agreement ("Disputes"), between or among parties to this Pledge Agreement
shall be resolved by binding  arbitration as provided  herein.  Institution of a
judicial  proceeding by a party does not waive the right of that party to demand
arbitration hereunder.  Disputes may include,  without limitation,  tort claims,
counterclaims,  claims brought as class actions, claims arising from supplements
to this Pledge Agreement executed in the future, or claims concerning any aspect
of the past,  present or future  relationships  arising out of or connected with
this Pledge Agreement.  Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the
American  Arbitration  Association and Title 9 of the U.S. Code. All arbitration
hearings  shall  be  conducted  in  Charlotte,  North  Carolina.  The  expedited
procedures  set  forth in Rule 51, et seq.  of the  Arbitration  Rules  shall be
applicable  to  claims of less  than  $1,000,000.  All  applicable  statutes  of
limitation shall apply to any Dispute.  A judgment upon the award may be entered
in any court  having  jurisdiction.  The panel  from which all  arbitrators  are
selected  shall be  comprised  of  licensed  attorneys.  The  single  arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general  jurisdiction,  state or federal, of the state where the hearing will
be conducted.

         (b) Jury Trial. EACH AGENT,  LENDER AND THE PLEDGOR HEREBY  IRREVOCABLY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION,  CLAIM
OR  OTHER  PROCEEDING  ARISING  OUT OF  ANY  DISPUTE  IN  CONNECTION  WITH  THIS
AGREEMENT,  THE NOTES OR THE OTHER LOAN  DOCUMENTS,  ANY  RIGHTS OR  OBLIGATIONS
HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

         (c)  Preservation of Certain  Remedies.  Notwithstanding  the preceding
binding arbitration provisions, the parties hereto preserve, without diminution,
certain remedies that such Persons may employ or exercise freely,  either alone,
in conjunction with or during a Dispute.  Each such Person shall have and hereby
reserves  the right to  proceed in any court of proper  jurisdiction  or by self
help to  exercise  or  prosecute  the  following  remedies:  (i) all  rights  to
foreclose  against any real or personal property or other security by exercising
a power of sale granted in this Pledge  Agreement or under  applicable law or by
judicial  foreclosure and sale, (ii) all rights of self help including  peaceful
occupation of property and collection of rents, set off, and peaceful possession
of  property,  (iii)  obtaining  provisional  or  ancillary  remedies  including
injunctive  relief,  sequestration,   garnishment,  attachment,  appointment  of
receiver  and in  filing an  involuntary  bankruptcy  proceeding,  and (iv) when
applicable, a judgment by confession of judgment. Preservation of these remedies
does not limit the power of an arbitrator to grant similar  remedies that may be
requested by a party in a Dispute.

                            [Signature Page Follows]
<PAGE>
 
         IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to
be duly executed and delivered as of the date first above written.


[CORPORATE SEAL]                             ACC CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________
<PAGE>
 
                           ACKNOWLEDGEMENT AND CONSENT


         Each  Issuer of  Pledged  Stock  referred  to in the  foregoing  Pledge
Agreement hereby  acknowledges  receipt of a copy thereof and agrees to be bound
thereby  and to  comply  with  the  terms  thereof  insofar  as such  terms  are
applicable to it. Each Issuer agrees to notify the Administrative Agent promptly
in writing of the  occurrence of any of the events  described in Section 5(a) of
the Pledge  Agreement.  Each United States  Subsidiary  further  agrees that the
terms of Section 9 of the Pledge Agreement shall apply to it, mutatis  mutandis,
with  respect to all actions  that may be required of it under or pursuant to or
arising out of Section 9 of the Pledge Agreement.

                                             ACC LONG DISTANCE CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC NATIONAL TELECOM CORP.

                                             By_________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC RADIO CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC GLOBAL CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________
<PAGE>
 
                                             ACC NATIONAL LONG DISTANCE CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC CREDIT CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC SERVICE CORP.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC TELENTERPRISES LTD.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             ACC LONG DISTANCE U.K. LTD.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________
<PAGE>
 
                                                                      SCHEDULE 1
                                                                       To Pledge
                                                                       Agreement


                          DESCRIPTION OF PLEDGED STOCK
                              Domestic Subsidiaries

Issuer                    Class of Stock      Certificate No.      No. of Shares

ACC Long
Distance
Corp.                     Common              1                    200

ACC National
Telecom
Corp.                     Common              1                    1

ACC Radio
Corp.                     Common              1                    200

ACC Global
Corp.                     Common              2                    1

ACC National
Long
Distance
Corp.                     Common              1                    1

                          Common              3                    4

ACC Credit Corp.          Common              2                    1

ACC Service Corp.         Common              2                    1
<PAGE>
 
                              Foreign Subsidiaries

Issuer                    Class of Stock      Certificate No.      No. of Shares

ACC Tel-
Enterprises
Ltd.                      Common              C-1                  66

ACC Long
Distance
U.K. Ltd.                 Common              10                   2,000,000

                          Common              7                    3,999,401
<PAGE>
 
                           PLEDGE AGREEMENT SUPPLEMENT


         PLEDGE AGREEMENT  SUPPLEMENT,  dated as of  _______________,  199_ (the
"Supplement"),   made  by  _________,   a   ________________   corporation  (the
"Pledgor"),   in  favor  of  First  Union  National  Bank,  a  national  banking
association,  as  Administrative  Agent (in such capacity,  the  "Administrative
Agent"), under the Credit Agreement (as defined in the Pledge Agreement referred
to below) for the benefit of itself and the Lenders (as so defined).

         1.  Reference  is hereby  made to that  Pledge  Agreement,  dated as of
___________ ___, 1996, made by the Pledgor in favor of the Administrative  Agent
(as further amended,  restated or otherwise modified,  the "Pledge  Agreement").
This Supplement  supplements the Pledge  Agreement,  forms a part thereof and is
subject to the terms  thereof.  Terms  defined in the Pledge  Agreement are used
herein as therein defined.

         2. The Pledgor hereby  confirms and reaffirms the security  interest in
the Collateral  granted to the  Administrative  Agent for the ratable benefit of
itself and the Lenders under the Pledge Agreement, and, as additional collateral
security  for the  prompt  and  complete  payment  when due  (whether  at stated
maturity,  by acceleration or otherwise) of the Secured Obligations and in order
to induce the  Lenders  to make their  Loans  under the  Credit  Agreement,  the
Pledgor  hereby  delivers to the  Administrative  Agent,  for the benefit of the
Lenders,  [all of the issued and outstanding  shares of capital stock of [INSERT
NAME OF NEW  DOMESTIC  SUBSIDIARY]]  or [66.66%  of the  issued and  outstanding
shares of capital  stock of [INSERT NAME OF NEW FOREIGN  SUBSIDIARY]]  (the "New
Issuer") listed below, together with all stock certificates,  options, or rights
of any  nature  whatsoever  which may be issued or  granted by the New Issuer in
respect to such stock which the Pledge Agreement,  as supplemented hereby, is in
force  (the  "Additional  Pledged  Stock";  as used in the Pledge  Agreement  as
supplemented by this Supplement,  "Pledged Stock" shall be deemed to include the
Additional Pledged Stock) and hereby grants to the Administrative Agent, for the
ratable benefit of itself and the Lenders, a first priority security interest in
the Additional Pledged Stock and all Proceeds thereof.

         3. The Pledgor hereby represents and warrants that the  representations
and  warranties  contained in paragraph 5 of the Pledge  Agreement  are true and
correct on the date of this Supplement  with references  therein to the "Pledged
Stock" to include the Additional  Pledged Stock, with references  therein to the
"Issuer"  to  include  the  New  Issuer,  and  with  references  to the  "Pledge
Agreement" to mean the Pledge Agreement as supplemented by this Supplement.

         4.  The  Pledgor  shall  deliver  to  the   Administrative   Agent  the
Acknowledgement and Consent attached hereto duly executed by the New Issuer. The
Additional  Pledged Stock pledged hereby is as follows which Pledged Stock shall
be deemed part of Schedule 1 thereto:
<PAGE>
 
                          DESCRIPTION OF PLEDGED STOCK

Issuer        Class of Stock        Certificate No.        No. of Shares

         5. The Pledgor  hereby  agrees to deliver to the  Administrative  Agent
such  certificates  and other  documents  and take such other action as shall be
reasonably  requested by the  Administrative  Agent in order to  effectuate  the
terms hereof and the Pledge Agreement.

         IN WITNESS  WHEREOF,  the  undersigned has caused this Supplement to be
duly executed under seal and delivered as of the date first above written.

[CORPORATE SEAL]                            ____________________________________


                                            By__________________________________
                                            Name:_______________________________
                                            Title:______________________________
<PAGE>
 
                    ACKNOWLEDGEMENT AND CONSENT OF NEW ISSUER

         The undersigned hereby acknowledges  receipt of a copy of the foregoing
Supplement   and  the  Pledge   Agreement   referred  to  therein  (the  "Pledge
Agreement").  The undersigned agrees for the benefit of the Administrative Agent
and the Lenders as follows:

         1. The undersigned  will be bound by the terms of the Pledge  Agreement
and will  comply  with such terms  insofar as such terms are  applicable  to the
undersigned.

         2. The  undersigned  will notify the  Administrative  Agent promptly in
writing of the occurrence of any of the events  described in Section 5(a) of the
Pledge Agreement.

         [3. The Issuer further agrees that the terms of Section 9 of the Pledge
Agreement shall apply to it, mutatis mutandis,  with respect to all actions that
may be  required  of it under or  pursuant to or arising out of Section 9 of the
Pledge Agreement.] [ONLY INCLUDE FOR DOMESTIC SUBSIDIARIES]

                                                     [NAME OF NEW ISSUER]



By:_________________________________
                                               Name:____________________________
                                               Title:___________________________
