
                                 Exhibit 10-1





                               CREDIT AGREEMENT

                           dated as of July 21, 1995

                                 by and among


                                  ACC CORP.,
              and certain Subsidiaries thereof designated herein,

                                 as Borrowers,

                                  ACC CORP.,

                                 as Guarantor,

                        the Lenders referred to herein,


                 FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
                  as Managing Agent and Administrative Agent,

                                      and

                        SHAWMUT BANK CONNECTICUT, N.A.,
                               as Managing Agent


                               TABLE OF CONTENTS


                                                                           PAGE

ARTICLE I

                                  DEFINITIONS...............................  1
      SECTION 1.1.  DEFINITIONS.............................................  1
      SECTION 1.2.  GENERAL................................................. 19
      SECTION 1.3.  OTHER DEFINITIONS AND PROVISIONS........................ 19

ARTICLE II

                           REVOLVING CREDIT FACILITY........................ 19
      SECTION 2.1.  REVOLVING CREDIT LOANS.................................. 19
      SECTION 2.2.  PROCEDURE FOR ADVANCES OF LOANS......................... 20
      SECTION 2.3.  REPAYMENT OF LOANS...................................... 21
      SECTION 2.4.  REVOLVING CREDIT NOTES.................................. 22
      SECTION 2.5.  PERMANENT REDUCTIONS OF THE AGGREGATE COMMITMENT........ 22
      SECTION 2.6.  TERMINATION OF CREDIT FACILITY.......................... 23
      SECTION 2.7.  USE OF PROCEEDS......................................... 24

ARTICLE III

                            GENERAL LOAN PROVISIONS......................... 24
      SECTION 3.1  INTEREST................................................. 24
      SECTION 3.2  NOTICE AND MANNER OF CONVERSION OR CONTINUATION OF LOANS. 27
      SECTION 3.3  FEES..................................................... 28
      SECTION 3.4  MANNER OF PAYMENT........................................ 28
      SECTION 3.5  CREDITING OF PAYMENTS AND PROCEEDS....................... 29
      SECTION 3.6  NATURE OF OBLIGATIONS OF LENDERS REGARDING EXTENSIONS OF
            CREDIT; ASSUMPTION BY ADMINISTRATIVE AGENT...................... 30
      SECTION 3.7  MANDATORY REDENOMINATION OF STERLING LOANS............... 31
      SECTION 3.8  CURRENCY APPRECIATION; SUBLIMITS; MANDATORY REDUCTIONS... 31
      SECTION 3.9  REGULATORY LIMITATION.................................... 31
      SECTION 3.10  CHANGED CIRCUMSTANCES................................... 32
      SECTION 3.11  INDEMNITY............................................... 34
      SECTION 3.12  CAPITAL REQUIREMENTS.................................... 34
      SECTION 3.13  TAXES................................................... 35

ARTICLE IV

                 CLOSING; CONDITIONS OF CLOSING AND BORROWING............... 37
            SECTION 4.1  CLOSING............................................ 37
            SECTION 4.2  CONDITIONS TO CLOSING AND INITIAL EXTENSIONS OF CREDIT
            37
      SECTION 4.3  CONDITIONS TO ALL LOANS.................................. 41

                                   ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF BORROWERS............... 41
      SECTION 5.1  REPRESENTATIONS AND WARRANTIES........................... 41
      SECTION 5.2  SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.......... 50

ARTICLE VI

                       FINANCIAL INFORMATION AND NOTICES.................... 50
      SECTION 6.1  FINANCIAL STATEMENTS AND PROJECTIONS..................... 50
      SECTION 6.2  OFFICER'S COMPLIANCE CERTIFICATE......................... 51
      SECTION 6.3  ACCOUNTANTS' CERTIFICATE................................. 52
      SECTION 6.4  OTHER REPORTS............................................ 52
      SECTION 6.5  NOTICE OF LITIGATION AND OTHER MATTERS................... 52
      SECTION 6.6  ACCURACY OF INFORMATION.................................. 54
      SECTION 6.7  REVISIONS OR UPDATES TO SCHEDULES........................ 54

ARTICLE VII

                             AFFIRMATIVE COVENANTS.......................... 54
      SECTION 7.1  PRESERVATION OF CORPORATE EXISTENCE AND RELATED MATTERS.. 54
      SECTION 7.2  MAINTENANCE OF PROPERTY.................................. 54
      SECTION 7.3  INSURANCE................................................ 55
      SECTION 7.4  ACCOUNTING METHODS AND FINANCIAL RECORDS................. 55
      SECTION 7.5  PAYMENT AND PERFORMANCE OF OBLIGATIONS................... 55
      SECTION 7.6  COMPLIANCE WITH LAWS AND APPROVALS....................... 55
      SECTION 7.7  ENVIRONMENTAL LAWS....................................... 55
      SECTION 7.8  COMPLIANCE WITH ERISA.................................... 56
      SECTION 7.9  COMPLIANCE WITH AGREEMENTS............................... 56
      SECTION 7.10  CONDUCT OF BUSINESS..................................... 56
      SECTION 7.11  VISITS AND INSPECTIONS.................................. 56
      SECTION 7.12  MATERIAL SUBSIDIARIES; ADDITIONAL COLLATERAL............ 57
      SECTION 7.13  HEDGING AGREEMENT....................................... 57
      SECTION 7.14  FURTHER ASSURANCES...................................... 58

ARTICLE VIII

                              FINANCIAL COVENANTS........................... 58
      SECTION 8.1  MAXIMUM LEVERAGE RATIO................................... 58
      SECTION 8.2  MINIMUM PRO FORMA DEBT SERVICE COVERAGE RATIO............ 59
      SECTION 8.3  FIXED CHARGE COVERAGE RATIO.............................. 59
      SECTION 8.4  MINIMUM NET WORTH........................................ 60

                                  ARTICLE IX

                              NEGATIVE COVENANTS............................ 60
      SECTION 9.1  LIMITATIONS ON DEBT...................................... 60
      SECTION 9.2  LIMITATIONS ON CONTINGENT OBLIGATIONS.................... 61
      SECTION 9.3  LIMITATIONS ON LIENS..................................... 61
      SECTION 9.4  LIMITATIONS ON LOANS, ADVANCES, INVESTMENTS AND ACQUISITIONS
            62
      SECTION 9.5  LIMITATIONS ON MERGERS AND LIQUIDATION................... 63
      SECTION 9.6  LIMITATIONS ON SALE OF ASSETS............................ 63
      SECTION 9.7  LIMITATIONS ON DIVIDENDS AND DISTRIBUTIONS............... 64
      SECTION 9.8  LIMITATIONS ON EXCHANGE AND ISSUANCE OF CAPITAL STOCK.... 64
      SECTION 9.9  TRANSACTIONS WITH AFFILIATES............................. 65
      SECTION 9.10  CERTAIN ACCOUNTING CHANGES.............................. 65
      SECTION 9.11  AMENDMENTS; PAYMENTS AND PREPAYMENTS OF SUBORDINATED DEBT
            65
      SECTION 9.12  LICENSES................................................ 65
      SECTION 9.13  RESTRICTIVE AGREEMENTS.................................. 65

                                   ARTICLE X

                            UNCONDITIONAL GUARANTY.......................... 65
      SECTION 10.1  GUARANTY OF OBLIGATIONS................................. 65
      SECTION 10.2  NATURE OF GUARANTY...................................... 66
      SECTION 10.3  DEMAND BY THE ADMINISTRATIVE AGENT...................... 67
      SECTION 10.4  WAIVERS................................................. 67
      SECTION 10.5  MODIFICATION OF LOAN DOCUMENTS ETC...................... 68
      SECTION 10.6  REINSTATEMENT........................................... 68
      SECTION 10.7  NO SUBROGATION.......................................... 69

ARTICLE XI

                             DEFAULT AND REMEDIES........................... 69
      SECTION 11.1  EVENTS OF DEFAULT....................................... 69
      SECTION 11.2  REMEDIES................................................ 72
      SECTION 11.3  RIGHTS AND REMEDIES CUMULATIVE; NON-WAIVER; ETC......... 73
      SECTION 11.4  CONSENTS................................................ 73
      SECTION 11.5  JUDGMENT CURRENCY....................................... 74

ARTICLE XII

                                  THE AGENTS................................ 75
      SECTION 12.1  APPOINTMENT............................................. 75
      SECTION 12.2  DELEGATION OF DUTIES.................................... 75
      SECTION 12.3  EXCULPATORY PROVISIONS.................................. 75
      SECTION 12.4  RELIANCE BY AGENTS...................................... 76
      SECTION 12.5  NOTICE OF DEFAULT....................................... 76
      SECTION 12.6  NON-RELIANCE ON SUCH AGENTS AND OTHER LENDERS........... 77
      SECTION 12.7  INDEMNIFICATION......................................... 77
      SECTION 12.8  EACH OF THE AGENTS IN ITS INDIVIDUAL CAPACITY........... 78
      SECTION 12.9  RESIGNATION OF AGENTS; SUCCESSOR AGENTS................. 78

ARTICLE XIII

                                 MISCELLANEOUS.............................. 79
      SECTION 13.1  NOTICES................................................. 79
      SECTION 13.2  EXPENSES................................................ 80
      SECTION 13.3  SET-OFF................................................. 81
      SECTION 13.4  GOVERNING LAW........................................... 81
      SECTION 13.5  CONSENT TO JURISDICTION................................. 81
      SECTION 13.6  WAIVER OF JURY TRIAL.  ................................. 82
      SECTION 13.7  REVERSAL OF PAYMENTS.................................... 82
      SECTION 13.8  INJUNCTIVE RELIEF....................................... 82
      SECTION 13.9  ACCOUNTING MATTERS...................................... 82
      SECTION 13.10  SUCCESSORS AND ASSIGNS; PARTICIPATIONS................. 83
      SECTION 13.11  AMENDMENTS, WAIVERS AND CONSENTS; RENEWAL.............. 87
      SECTION 13.12  PERFORMANCE OF DUTIES.................................. 87
      SECTION 13.13  INDEMNIFICATION........................................ 87
      SECTION 13.14  ALL POWERS COUPLED WITH INTEREST....................... 88
      SECTION 13.15  SURVIVAL OF INDEMNITIES................................ 88
      SECTION 13.16  TITLES AND CAPTIONS.................................... 88
      SECTION 13.17  SEVERABILITY OF PROVISIONS............................. 89
      SECTION 13.18  COUNTERPARTS........................................... 89
            SECTION 13.19ACC AS AGENT FOR OTHER BORROWERS................... 89
      SECTION 13.20  TERM OF AGREEMENT...................................... 89

EXHIBITS

Exhibit A - Form of Revolving Credit Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Notice of Conversion/Continuation
Exhibit D - Form of Officer's Certificate
Exhibit E - Form of Assignment and Acceptance
Exhibit F - Form of Pledge Agreement
Exhibit G - Form of Security Agreement
Exhibit H - Form of Landlord Consent
Exhibit I - Form of Mortgage
Exhibit J - Form of Joinder Agreement
Exhibit K - Form of Intercompany Subordination Agreement

SCHEDULES
Schedule 1.1     -Lenders and Commitments
Schedule 1.2     -Sublimits
Schedule 1.3     -Canadian Subsidiary Security Documents
Schedule 5.1(a)  -Jurisdictions of Organization and Qualification to 
                Do Business as Foreign Corporation
Schedule 5.1(b)  -Subsidiaries and Capitalization
Schedule 5.1(d)  -Required Governmental Approvals
Schedule 5.1(h)  -ERISA Plans
Schedule 5.1(l)  -Material Contracts
Schedule 5.1(m)  -Labor and Collective Bargaining Agreements
Schedule 5.1(r)  -Real Property
Schedule 5.1(t)  -Debt and Contingent Obligations
Schedule 5.1(u)  -Litigation
Schedule 5.1(v)  -Communications Licenses and Regulatory Matters
Schedule 9.3     -Existing Liens
Schedule 9.4     -Existing Loans, Advances and Investments




<PAGE>

      CREDIT  AGREEMENT, dated as of the 21 day of July, 1995, by and among ACC
CORP., a corporation  organized  under  the  laws  of Delaware ("ACC"), and the
Subsidiaries  thereof designated as Borrowers herein,  as  Borrowers,  ACC,  as
Guarantor, the  Lenders  who are or may become a party to this Agreement, FIRST
UNION NATIONAL BANK OF NORTH  CAROLINA,  a  national  banking  association,  as
Managing  Agent  and Administrative Agent and SHAWMUT BANK CONNECTICUT, N.A., a
national banking association, as Managing Agent.


                             STATEMENT OF PURPOSE

      The Borrowers  have  requested  and  the  Lenders  have  agreed to extend
certain credit facilities to the Borrowers on the terms and conditions  of this
Agreement.   ACC,  as parent of the other Borrowers, will benefit directly  and
indirectly from the  extension of such credit facilities to such Borrowers.  As
a precondition to making  any  extensions of credit hereunder, the Lenders have
required, and ACC has agreed, to execute this Agreement as Guarantor.

      NOW, THEREFORE, for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which  are  hereby  acknowledged  by  the parties hereto, such
parties hereby agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

      SECTION  1.1   DEFINITIONS.   The  following  terms  when  used  in  this
Agreement shall have the meanings assigned to them below:

      "ACC"  means  ACC  Corp.,  a  corporation  organized  under the  laws  of
Delaware, and its successors.

      "ACC CORP. PLEDGE AGREEMENT" means the Pledge Agreement  executed  by ACC
in  favor of the Administrative Agent for the benefit of itself and the Lenders
substantially in the form of EXHIBIT F, as amended or modified.

      "ACC LEC" means ACC National Telecom Corp., a corporation organized under
the laws of Delaware, and its successors.

      "ACC MASS." means ACC Long Distance of Massachusetts Corp., a corporation
organized under the laws of Delaware, and its successors.

      "ACC  NATIONAL"  means  ACC  National  Long Distance Corp., a corporation
organized under the laws of Delaware, and its successors.

      "ACC NATIONAL PLEDGE AGREEMENT" means the  Pledge  Agreement  executed by
ACC National in favor of the Administrative Agent for the benefit of itself and
the Lenders substantially in the form of EXHIBIT F, as amended or modified.

      "ACC RADIO" means ACC Radio Corp., a corporation organized under the laws
of New York, and its successors.

      "ACC  U.K."  means  ACC Long Distance U.K., Ltd., a corporation organized
under the laws of the United Kingdom, and its successors.

      "ACC U.K. SECURITY DOCUMENTS"  means  the  collective  reference  to  the
Debenture  of  even  date  executed  by ACC U.K. in favor of the Administrative
Agent for the benefit of itself and the  Lenders  and  any  other  agreement or
writing  pursuant to which a U.K. Borrower, or any Subsidiary thereof,  pledges
or grants  a  security interest in the Collateral or any such Person guarantees
or otherwise secures  the  payment  and/or  performance of the obligations of a
U.K. Borrower under the Loan Documents, in each case as amended or modified.

      "ACC U.S." means ACC Long Distance Corp.,  a  corporation organized under
the laws of New York, and its successors.

      "ADDITIONAL BORROWER" means any Material Subsidiary  which  has  become a
Borrower hereunder in accordance with Section 7.12.

      "ADMINISTRATIVE   AGENT"   means   First   Union   in   its  capacity  as
administrative agent hereunder, and any successor thereto appointed pursuant to
Section 12.9.

      "ADMINISTRATIVE  AGENT'S  CORRESPONDENT" means the financial  institution
designated by the Administrative Agent to act as its correspondent hereunder in
the  United  Kingdom  with  respect  to   distribution  and  payment  of  Loans
denominated in Sterling.

      "ADMINISTRATIVE AGENT'S OFFICE" means  the  office  of the Administrative
Agent specified in or determined in accordance with the provisions  of  Section
13.1.

      "AFFILIATE"  means, with respect to any Person and its Subsidiaries,  any
other Person (other  than  a  Subsidiary  thereof) which directly or indirectly
through one or more intermediaries, controls,  or is controlled by, or is under
common control with, such first Person or any of  its  Subsidiaries.   The term
"control"  means  (a)  the  power  to  vote  ten  percent  (10%) or more of the
securities or other equity interests of a Person having ordinary  voting power,
or (b) the possession, directly or indirectly, of any other power to  direct or
cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.

      "AGENTS"  means  the collective reference to the Managing Agents and  the
Administrative Agent.

      "AGGREGATE  COMMITMENT"  means  the  aggregate  amount  of  the  Lenders'
Commitments hereunder,  as  such amount may be reduced at any time or from time
to  time  pursuant to this Agreement.   On  the  Closing  Date,  the  Aggregate
Commitment shall be Thirty-five Million Dollars ($35,000,000).

      "AGREEMENT" means this Credit Agreement, as amended or modified from time
to time.

      "APPLICABLE  LAW" means all applicable provisions of constitutions, laws,
statutes,  treaties,   rules,   regulations  and  orders  of  all  Governmental
Authorities and all orders and decrees of all courts and arbitrators.

      "APPLICABLE MARGIN" shall have  the  meaning  assigned thereto in Section
3.1(c).

      "ASSIGNMENT AND ACCEPTANCE" shall have the meaning  assigned  thereto  in
Section 13.10.

      "BASE  RATE"  means, at any time, the higher of (a) the Prime Rate or (b)
the Federal Funds Rate  as  determined  by the Administrative Agent PLUS 1/2 of
1%;  each change in the Base Rate shall take  effect  simultaneously  with  the
corresponding change or changes in the Prime Rate or the Federal Funds Rate.

      "BASE  RATE  LOAN"  means  any Loan bearing interest at a rate determined
with reference to the Base Rate as provided in Section 3.1(a) hereof.

      "BORROWERS" means the collective  reference to the Domestic Borrowers and
U.K. Borrowers party hereto on the Closing Date and each Additional Borrower in
their respective capacities as a Borrower hereunder.

      "BUSINESS DAY" means (a) for all purposes  other  than  as  set  forth in
clause  (b)  below,  any day other than a Saturday, Sunday or legal holiday  on
which banks in Charlotte, North Carolina and Hartford, Connecticut are open for
the conduct of their domestic  and  international  commercial banking business,
and (b) with respect to all notices and determinations  in connection with, and
payments of principal and interest on, any LIBOR Rate Loan, any day (i) that is
a Business Day described in clause (a) and that is also a  day  for  trading by
and  between  banks  in  deposits for the applicable Permitted Currency in  the
London interbank market and  (ii)  on  which  banks are open for the conduct of
their  domestic  and international banking business  in  the  place  where  the
Administrative  Agent's  Correspondent  shall  make  available  Loans  in  such
Permitted Currency.

      "CANADIAN NOTE  DOCUMENTS"  means  the  promissory  note  and  any  other
document evidencing the loans and other advances of ACC Corp. extended in favor
of the Canadian Subsidiaries.

      "CANADIAN  SUBSIDIARIES"  means the collective reference to each Material
Subsidiary of ACC Corp. organized  under  the  laws  of  Canada or any province
thereof which is a borrower under the Canadian Note Documents.

      "CANADIAN  SUBSIDIARY SECURITY DOCUMENTS" means the collective  reference
to documents set forth  on  SCHEDULE  1.3  and  any  other agreement or writing
pursuant to which a Canadian Subsidiary pledges or grants  a  security interest
in  its  assets  in  order  to  secure  the payment and/or performance  of  its
obligations under the Canadian Note Documents,  in  each  case  as  amended  or
modified.

      "CAPITAL  ASSET"  means,  with  respect  to ACC and its Subsidiaries, any
asset that would, in accordance with GAAP, be required  to  be  classified  and
accounted for as a capital asset on a Consolidated balance sheet of ACC and its
Subsidiaries.

      "CAPITAL  EXPENDITURES"  means,  with respect to ACC and its Subsidiaries
for any period, the aggregate cost of all  Capital  Assets acquired by any such
Person during such period, determined in accordance with GAAP.

      "CAPITAL  LEASE"  means, with respect to ACC and  its  Subsidiaries,  any
lease of any property that  would,  in  accordance with GAAP, be required to be
classified and accounted for as a capital lease on a Consolidated balance sheet
of ACC and its Subsidiaries.

      "CHANGE IN CONTROL" shall have the  meaning  assigned  thereto in Section
11.1(i).

      "CLOSING  DATE" means the date of this Agreement or such  later  Business
Day upon which each  condition  described  in  Article IV shall be satisfied or
waived  in all respects in a manner acceptable to  the  Agents  in  their  sole
discretion.

      "CODE"  means  the  Internal  Revenue  Code  of  1986,  and the rules and
regulations thereunder, each as amended or supplemented from time to time.

      "COLLATERAL"  means any assets pledged by ACC or any of its  Subsidiaries
to the Administrative  Agent  for  the  ratable  benefit  of the Agents and the
Lenders in order to secure the Obligations or a portion thereof.

      "COMMITMENT" means, as to any Lender, the obligation  of  such  Lender to
make Loans to the Borrowers hereunder in an aggregate principal amount  at  any
time outstanding not to exceed the amount set forth opposite such Lender's name
on  Schedule  1.1,  as  the same may be reduced or modified at any time or from
time to time pursuant to Sections 2.5 and 13.10.

      "COMMITMENT PERCENTAGE" means, as to any Lender at any time, the ratio of
(a) the amount of the Commitment of such Lender to (b) the Aggregate Commitment
of all of the Lenders.

      "COMMUNICATIONS LICENSE"  means  any  long distance telecommunications or
other license, permit, consent, certificate of compliance, franchise, approval,
waiver or authorization granted or issued by  the  FCC,  CRTC or DTI including,
without  limitation,  any  of  the  foregoing  authorizing  or  permitting  the
acquisition, construction or operation of Network Facilities or any  other long
distance telecommunications system.

      "CONSOLIDATED" means, when used with reference to financial statements or
financial statement items of ACC and its Subsidiaries, such statements or items
on   a   consolidated   basis  in  accordance  with  applicable  principles  of
consolidation under GAAP.

      "CONTINGENT INTEREST  AGREEMENT"  means the Contingent Interest Agreement
of even date between ACC and the Managing  Agents  substantially in the form of
EXHIBIT F hereto, as amended or modified.

      "CONTINGENT OBLIGATION" means, with respect to  ACC and its Subsidiaries,
without  duplication,  any  obligation, contingent or otherwise,  of  any  such
Person pursuant to which such  Person has directly or indirectly guaranteed any
Debt  or  other  obligation of any  other  Person  and,  without  limiting  the
generality of the  foregoing, any obligation, direct or indirect, contingent or
otherwise, of any such  Person  (a)  to  purchase  or pay (or advance or supply
funds  for the purchase or payment of) such Debt or other  obligation  (whether
arising  by  virtue  of partnership arrangements, by agreement to keep well, to
purchase assets, goods,  securities or services, to take-or-pay, or to maintain
financial statement condition or otherwise) or (b) entered into for the purpose
of assuring in any other manner the obligee of such Debt or other obligation of
the payment thereof or to  protect such obligee against loss in respect thereof
(in whole or in part); PROVIDED,  that the term Contingent Obligation shall not
include endorsements for collection  or  deposit  in  the  ordinary  course  of
business.

      "CREDIT   FACILITY"  means  the  revolving  credit  facility  established
pursuant to Article II hereof.

      "CRTC"  means   the   Canadian  Radio-Television  and  Telecommunications
Commission or any successor to Governmental Authority.

      "CURRENT DOLLAR EQUIVALENT"  means  at any date, with respect to any Loan
denominated in Sterling, the amount of Dollars  which is equivalent to the then
outstanding principal amount of such Loan at the  most  favorable spot exchange
rate determined by the Administrative Agent to be available  to it for the sale
of Dollars for Sterling at approximately 11:00 A.M. (Charlotte  time)  two  (2)
Business  Days  after  such date.  Sterling equivalents of Loans denominated in
Dollars (to the extent used  herein)  shall be determined by the Administrative
Agent in a manner consistent with this definition.

      "DEBT" means, with respect to ACC  and  its  Subsidiaries at any date and
without  duplication, the sum of the following calculated  in  accordance  with
GAAP:  (a)  all  liabilities,  obligations  and indebtedness for borrowed money
including but not limited to obligations evidenced  by bonds, debentures, notes
or other similar instruments of any such Person (excluding  the  Fleet  Venture
Notes),  (b) all obligations to pay the deferred purchase price of property  or
services of  any  such  Person,  except  trade payables arising in the ordinary
course of business not more than ninety (90) days past due, (c) all obligations
of any such Person as lessee under Capital  Leases,  (d)  all Debt of any other
Person  secured by a Lien on any asset of any such Person, (e)  all  Contingent
Obligations  of  any such Person, (f) all obligations, contingent or otherwise,
of any such Person relative to the face amount of letters of credit, whether or
not drawn, and banker's  acceptances  issued for the account of any such Person
and (g) all net obligations incurred by  any  such  Person  pursuant to Hedging
Agreements.

      "DEFAULT" means any of the events specified in Section  11.1  which  with
the  passage  of  time,  the  giving  of  notice  or any other condition, would
constitute an Event of Default.

      "DOLLARS"  OR "$" means, unless otherwise qualified,  dollars  in  lawful
currency of the United States.

      "DOLLAR AMOUNT" means (a) with respect to each Loan made or continued (or
to be made or continued)  in Dollars, the principal amount thereof and (b) with
respect  to each Loan made or  continued  (or  to  be  made  or  continued)  in
Sterling,  the amount of Dollars which is equivalent to the principal amount of
such  Loan  at  the  most  favorable  spot  exchange  rate  determined  by  the
Administrative Agent to be available to it for the sale of Dollars for Sterling
at approximately  11:00 A.M. (Charlotte time) two (2) Business Days before such
Loan is made or continued  (or  to be made or continued), as such Dollar Amount
may be adjusted from time to time  pursuant  to Sections 3.8 or 3.9.  When used
with  respect  to  any Sterling portion of a Loan  being  repaid  or  remaining
outstanding at any time or with respect to any other sum expressed in Sterling,
"Dollar Amount" shall  mean  the  amount  of Dollars which is equivalent to the
principal amount of such Loan, or the amount  so  expressed in Sterling, at the
most favorable spot exchange rate determined by the  Administrative Agent to be
available  to  it for the sale of Dollars for Sterling at  the  relevant  time.
Sterling amounts  of  Loans  made,  continued or denominated in Dollars (to the
extent used herein) shall be determined by the Administrative Agent in a manner
consistent with this definition.

      "DOMESTIC BORROWER" means the collective reference to each Borrower which
is organized under the laws of any State  of  the United States or the District
of Columbia.

      "DTI" means the Department of Trade and Industry of the United Kingdom or
any successor Governmental Authority.

      "ELIGIBLE ASSIGNEE" means, with respect to  any assignment of the rights,
interest and obligations of a Lender hereunder, a Person that is at the time of
such assignment (a) a commercial bank organized under  the  laws  of the United
States or any state thereof, having combined capital and surplus in  excess  of
$500,000,000,  (b)  a  finance  company,  insurance  company or other financial
institution which in the ordinary course of business extends credit of the type
extended hereunder and that has total assets in excess  of  $1,000,000,000, (c)
already a Lender hereunder (whether as an original party to this  Agreement  or
as  the assignee of another Lender), and (d) the successor (whether by transfer
of assets,  merger  or otherwise) to all or substantially all of the commercial
lending business of the  assigning  Lender, and, in the case of (a), (b) or any
other Person, has been approved in writing  as  an Eligible Assignee by ACC and
the Managing Agents.

      "EMPLOYEE  BENEFIT  PLAN"  means any employee  benefit  plan  within  the
meaning of Section 3(3) of ERISA which  (a)  is maintained for employees of ACC
or any ERISA Affiliate or (b) has at any time  within  the  preceding six years
been  maintained  for  the  employees  of  ACC  or any current or former  ERISA
Affiliate.

      "ENVIRONMENTAL  LAWS" means any and all federal,  state,  provincial  and
local  laws,  statutes,  ordinances,  rules,  regulations,  permits,  licenses,
approvals, interpretations  and  orders  of courts or Governmental Authorities,
relating to the protection of human health  or  the environment, including, but
not  limited  to,  requirements  pertaining  to  the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal, transportation,  handling,
reporting, licensing, permitting, investigation  or  remediation  of  Hazardous
Materials.

      "ERISA"  means  the Employee Retirement Income Security Act of 1974,  and
the rules and regulations  thereunder, each as amended or modified from time to
time.

      "ERISA AFFILIATE" means  any  Person who together with the ACC is treated
as a single employer within the meaning  of  Section 414(b), (c), (m) or (o) of
the Code or Section 4001(b) of ERISA.

      "ESCROW JOINDER AGREEMENT" means the Escrow  Joinder Agreement dated July
__,  1995, as amended or modified, executed by the Administrative  Agent,  ACC,
ACC Canada and The R-M Trust Company, as trustee, with respect to the shares of
ACC Canada pledged pursuant to the ACC Corp. Pledge Agreement.

      "EVENT  OF  DEFAULT"  means  any of the events specified in Section 11.1,
provided that any requirement for passage  of  time,  giving  of notice, or any
other condition, has been satisfied.

      "EXCESS CASH FLOW" means, for any Fiscal Year of ACC and its Subsidiaries
commencing  with  Fiscal Year 1996, the following calculated on a  Consolidated
basis  without duplication  for  such  period  in  accordance  with  GAAP:  (a)
Operating  Cash  Flow  for such period PLUS Net Working Capital for such period
(if negative), LESS (b)  the sum of (i) Fixed Charges for such period, (ii) Net
Working Capital for such period  (if  positive)  and  (iii) any payments to the
Managing  Agents  pursuant  to  the Contingent Interest Agreement  during  such
period.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FCC"  means  the  Federal Communications  Commission  or  any  successor
Governmental Authority.

      "FEDERAL FUNDS RATE"  means, for any day, a fluctuating interest rate per
annum equal to the weighted average  of  the  rates  on overnight Federal funds
transactions  with members of the Federal Reserve System  arranged  by  Federal
funds brokers, as published at 11:00 a.m. (Charlotte time) for such day (or, if
such day is not  a  Business  Day,  for the next preceding Business Day) by the
Federal Reserve Bank of New York, or,  if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative  Agent  from  three  Federal  funds
brokers of recognized standing selected by it.

      "FIRST  UNION"  means  First  Union  National  Bank  of North Carolina, a
national banking association, and its successors.

      "FISCAL YEAR" means the fiscal year of ACC and its Subsidiaries ending on
December 31.

      "FIXED CHARGES" means, with respect to ACC and its Subsidiaries,  for any
period,  the following without duplication, each calculated for such period  in
accordance with GAAP: (a) all principal payments or similar amounts required to
be paid with respect to Total Debt during such period PLUS (b) Interest Expense
required to  be  paid  during  such  period  PLUS  (c)  total cash dividends or
distributions  paid  or  payable  by  ACC  during  such period (excluding  cash
dividends on the Preferred Stock which accrued but were  not  paid  during such
period) PLUS (d) all payments in respect of any retirement, redemption or other
acquisition of the capital stock of ACC and its Subsidiaries consummated during
such period PLUS (e) all Capital Expenditures during such period PLUS  (f)  all
income and franchise taxes paid or payable in cash during such period.

      "FLEET  NOTE  AND  WARRANT PURCHASE AGREEMENT" means the Note and Warrant
Purchase  Agreement  dated May  22,  1995  by  and  among  ACC,  Fleet  Venture
Resources, Inc., Fleet  Equity  Partners  VI,  L.P.,  and Chisholm Partners II,
L.P., as in effect on the Closing Date.

      "FLEET VENTURE NOTES" means each Convertible Subordinated Promissory Note
issued pursuant to the Fleet Note and Warrant Purchase Agreement.

      "FLEET VENTURE SUBORDINATION AGREEMENT" means the Subordination Agreement
of even date executed by the holders of the Fleet Venture Notes in favor of the
Administrative Agent for the benefit of the Lenders, as amended or modified.

      "GAAP" means generally accepted accounting principles,  as  recognized by
the  American  Institute  of  Certified  Public  Accountants  and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for ACC and its Subsidiaries throughout the period indicated.

      "GOVERNMENTAL  APPROVALS" means all authorizations, consents,  approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental  Authorities,  including  without  limitation  all  Communications
Licenses and PUC Authorizations.

      "GOVERNMENTAL  AUTHORITY"  means any nation, province, state or political
subdivision thereof, and any government  or  any  Person  exercising executive,
legislative,  regulatory  or  administrative  functions  of  or  pertaining  to
government,  and  any corporation or other entity owned or controlled,  through
stock or capital ownership  or  otherwise,  by  any of the foregoing, including
without limitation the FCC, CRTC, DTI and any PUC.

      "GUARANTEED  OBLIGATIONS"  shall  have the meaning  assigned  thereto  in
Section 10.1.

      "GUARANTOR"  means  ACC in its capacity  as  guarantor  under  Article  X
hereof.

      "GUARANTY" means the unconditional guaranty agreement of ACC set forth in
Article X hereof.

      "HAZARDOUS MATERIALS"  means any substances or materials (a) which are or
become  defined  as  hazardous  wastes,   hazardous   substances,   pollutants,
contaminants  or  toxic  substances under any Environmental Law, (b) which  are
toxic, explosive, corrosive,  flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise harmful  to  human  health or the environment and are or
become  regulated by any Governmental Authority,  (c)  the  presence  of  which
require investigation or remediation under any Environmental Law or common law,
(d) the discharge  or emission or release of which requires a permit or license
under any Environmental  Law  or  other  Governmental  Approval,  (e) which are
deemed  to constitute a nuisance, a trespass or pose a health or safety  hazard
to persons  or  neighboring  properties,  (f) which are materials consisting of
underground or aboveground storage tanks, whether  empty,  filled  or partially
filled  with any substance or (g) which contain, without limitation,  asbestos,
polychlorinated   biphenyls,   urea  formaldehyde  foam  insulation,  petroleum
hydrocarbons, petroleum derived  substances  or waste, crude oil, nuclear fuel,
natural gas or synthetic gas.

      "HEDGING AGREEMENT" means any agreement  with respect to an interest rate
swap,  collar,  cap,  floor  or  a forward rate agreement  or  other  agreement
regarding the hedging of interest  rate  or  currency risk exposure executed in
connection  with  hedging  the  interest  rate  or  currency  exposure  of  the
Borrowers,  and  any  confirming  letter  executed  pursuant  to  such  hedging
agreement, all as amended or modified.

      "INTERCOMPANY SUBORDINATION AGREEMENT" means the  Subordination Agreement
of  even date substantially in the form of EXHIBIT K, as amended  or  modified,
executed  by the Borrowers and other Subsidiaries party thereto with respect to
the loans by  ACC  to  such  Persons  under  the Canadian Note Documents and as
described on SCHEDULE 9.4.

      "INTEREST EXPENSE" means, with respect to  ACC  and  its Subsidiaries for
any  period,  total  interest  expense  of ACC and its Subsidiaries  (including
without limitation, interest expense attributable  to  Capital  Leases  and any
other  capitalized  interest  expense) and, to the extent not included therein,
fees and other charges payable  with  respect to all Debt,  (including fees and
charges  payable with respect to Hedging  Agreements,  letters  of  credit  and
similar investments), all determined on a Consolidated basis for such period in
accordance with GAAP.

      "INTEREST  PERIOD"  shall  have  the  meaning assigned thereto in Section
3.1(b).

      "JOINDER AGREEMENT" means a Joinder Agreement  substantially  in the form
of  EXHIBIT  J executed by each Material Subsidiary in accordance with  Section
7.12, as amended or modified.

      "LANDLORD  CONSENTS"  means  the Landlord Agreements substantially in the
form of EXHIBIT H or any similar agreement  delivered  by  or  on  behalf  of a
Borrower and executed by the owner of the parcels of real property with respect
to  which  a  Mortgage or other Security Document has been executed in favor of
the Administrative Agent for the benefit of itself and the Lenders, as any such
Agreement may be amended or modified.

      "LENDER" means each Person executing this Agreement as a Lender set forth
on the signature pages hereto and each Person that hereafter becomes a party to
this Agreement as a Lender pursuant to Section 13.10.

      "LENDING  OFFICE"  means,  with respect to any Lender, the office of such
Lender maintaining such Lender's Commitment Percentage of the Loans.

      "LEVERAGE RATIO" shall have the meaning assigned thereto in Section 8.1.

      "LIBOR" means the rate of interest  determined  on  the basis of the rate
for  deposits  in  Dollars  in minimum amounts of at least $5,000,000  (or  the
Dollar Amount thereof with respect to a borrowing to be made in Sterling) for a
period equal to the applicable  Interest Period appearing on Telerate Page 3750
as of 11:00 a.m. (London time) two  Business Days prior to the first day of the
applicable Interest Period.  In the event  that  such  rate  does not appear on
Telerate Page 3750, "LIBOR" shall be determined by the Administrative  Agent to
be  the  arithmetic average (rounded upward, if necessary, to the nearest  one-
sixteenth  of  one  percent (1/16%)) of the rate per annum at which deposits in
the Permitted Currency  in which the Loan bearing interest based upon such rate
is denominated would be offered  by  first  class banks in the London interbank
market   to   the   Administrative   Agent   (or  the  Administrative   Agent's
Correspondent)  at approximately 11:00 a.m. (London  time)  two  Business  Days
prior to the first  day of the applicable Interest Period for a period equal to
such Interest Period  and in an amount substantially equal to the amount of the
applicable Loan.

      "LIBOR RATE" means  (a)  LIBOR  DIVIDED  BY  (b) one (1) LESS the Reserve
Percentage.

      "LIBOR RATE LOAN" means any Loan bearing interest  at  a  rate determined
with reference to the LIBOR Rate as provided in Section 3.1(a) hereof.

      "LIEN"  means,  with  respect to any asset, any mortgage,  lien,  pledge,
charge, security interest or  encumbrance of any kind in respect of such asset.
For the purposes of this Agreement,  a Person shall be deemed to own subject to
a Lien any asset which it has acquired  or  holds  subject to the interest of a
vendor or lessor under any conditional sale agreement,  Capital  Lease or other
title retention agreement relating to such asset.

      "LOAN" means any revolving loan made to the Borrower pursuant  to Section
2.1, and all such Loans collectively as the context requires.

      "LOAN  DOCUMENTS"  means,  collectively,  this Agreement, the Notes,  the
Contingent Interest Agreement, any Joinder Agreement,  the  Security  Documents
and  any supplements thereto executed in connection with any Joinder Agreement,
any Hedging Agreement executed by any Lender, the Subordination Agreements, the
Canadian  Note  Documents  and  each  other  document, instrument and agreement
executed and delivered by any Borrower, a Subsidiary  thereof  or their counsel
in  connection  with  this  Agreement  or  otherwise  referred  to  herein   or
contemplated hereby, all as may be amended or modified from time to time.

      "MANAGING  AGENTS"  means  First  Union  and Shawmut in their capacity as
managing agents hereunder, and any successor thereto  in  each  case  appointed
pursuant to Section 12.9; each, a "Managing Agent."

      "MATERIAL  ADVERSE  EFFECT"   means,  with  respect  to ACC or any of its
Subsidiaries, a material adverse effect on the properties, business, prospects,
operations  or  condition (financial or otherwise) of any such  Person  or  the
ability of any such  Person to perform its obligations under the Loan Documents
to which it is a party.

      "MATERIAL CONTRACT" means (a) any contract or other agreement, written or
oral, of a Borrower or  any of its Subsidiaries involving monetary liability of
or to any such Person in  an amount in excess of $250,000 per annum, or (b) any
other contract or agreement,  written  or  oral,  of  a  Borrower or any of its
Subsidiaries the failure to comply with which could reasonably  be  expected to
have a Material Adverse Effect.

      "MATERIAL  SUBSIDIARY"  means  any  direct or indirect Subsidiary of  ACC
which Subsidiary has total assets equal to  or  in  excess of $1,000,000 and in
which a Borrower or Subsidiary has made an investment  of equal to or in excess
of $1,000,000.

      "MORTGAGE"  means  a  Leasehold Mortgage substantially  in  the  form  of
EXHIBIT I or any other real property security agreement delivered by a Borrower
pursuant to which a Borrower  grants a Lien on its interest in a parcel of real
property to the Administrative Agent for the benefit of itself and the Lenders.

      "MULTIEMPLOYER PLAN" means  a  "multiemployer plan" as defined in Section
4001(a)(3)  of ERISA to which ACC or any  ERISA  Affiliate  is  making,  or  is
accruing an obligation to make, contributions within the preceding six years.

      "NET INCOME"  means,  with  respect  to  ACC and its Subsidiaries for any
period, the Consolidated net income (or loss) of  ACC  and its Subsidiaries for
such period determined in accordance with GAAP; PROVIDED,  that  there shall be
excluded  from  net  income  (or  loss)  (a)  if the ability of ACC to receive,
recover or repatriate cash or receive the economic  benefits  (other  than  any
increase in value of ACC's stock or ownership interest in a Subsidiary thereof)
from any of its Subsidiaries is materially limited or restricted for a material
period  of  time  at any date of determination by operation of the terms of the
charter of such Subsidiary or any agreement, instrument, or Applicable Law, the
portion of the income  of each such Subsidiary so restricted and (b) the effect
of any currency translation adjustments.

      "NET CASH PROCEEDS" means, as applicable, (a) with respect to any sale of
assets, the gross cash proceeds received by ACC or any of its Subsidiaries from
such sale LESS the sum of  (i) all legal, title, recording, transfer and income
tax expenses, commissions and similar fees and expenses incurred, and all other
federal, state, local and foreign  taxes  assessed, in connection therewith and
(ii) the principal amount of, premium, if any, and interest on any Debt secured
by a Lien on the asset (or a portion thereof)  sold,  which Debt is required to
be  repaid  in  connection with such sale of assets, (b) with  respect  to  any
offering of capital  stock or Debt securities, the gross cash proceeds received
by ACC or any of its Subsidiaries  therefrom  LESS  all legal, underwriting and
similar fees and expenses incurred in connection therewith and (c) with respect
to any payment under an insurance policy, the amount  of cash proceeds received
by ACC or its applicable Subsidiary from the related insurance company.

      "NET WORKING CAPITAL" means, with respect to ACC and its Subsidiaries for
any  period,  (a) Working Capital as of the last day of such  period  LESS  (b)
Working Capital as of the day prior to the first day of such period.

      "NET WORTH"  means,  at any date of determination thereof, the sum of the
capital stock (excluding treasury stock, cumulative translation adjustments and
capital stock subscribed and  unissued) and retained earnings (including earned
surplus, capital surplus and the balance of the current profit and loss account
not transferrable to retained earnings)  accounts  of  ACC and its Subsidiaries
appearing on a Consolidated balance sheet of ACC and its  Subsidiaries prepared
in accordance with GAAP.

      "NETWORK AGREEMENT" means any document or agreement entered  into  by ACC
or  any  of  its  Subsidiaries  regarding  the  use,  operation, maintenance or
otherwise concerning any of the Network Facilities.

      "NETWORK FACILITIES" means the network of digital  or  analog  facilities
owned or leased by ACC or any of its Subsidiaries.

      "NOTES"  means the separate Revolving Credit Notes made by the applicable
Borrower or Borrowers payable to the order of each Lender, substantially in the
form of EXHIBIT  A-1  hereto with respect to the Domestic Borrowers and EXHIBIT
A-2 hereto with respect  to the U.K. Borrowers, evidencing the Credit Facility,
and any amendments and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part;
"Note" means any of such Notes.

      "NOTICE OF BORROWING"  shall have the meaning assigned thereto in Section
2.2(a).

      "NOTICE  OF CONVERSION/CONTINUATION"  shall  have  the  meaning  assigned
thereto in Section 3.2.

      "OBLIGATIONS"  means, in each case, whether now in existence or hereafter
arising: (a) the principal  of  and  interest  on  (including interest accruing
after  the filing of any bankruptcy or similar petition)  the  Loans,  (b)  all
payment  and  other  net obligations owing by a Borrower to any Lender or Agent
under any Hedging Agreement  and  (c) all other fees and commissions (including
attorney's  fees),  charges,  indebtedness,   loans,   liabilities,   financial
accommodations,  obligations,  covenants and duties owing by a Borrower to  the
Lenders or to any Agent, of every  kind,  nature  and  description,  direct  or
indirect,  absolute  or  contingent,  due  or  to  become  due,  contractual or
tortious, liquidated or unliquidated, and whether or not evidenced by any note,
and  whether  or  not  for  the  payment  of money under or in respect of  this
Agreement, any Note or any of the other Loan Documents.

      "OFFICER'S  COMPLIANCE  CERTIFICATE"  shall  have  the  meaning  assigned
thereto in Section 6.2.

      "OPERATING CASH FLOW" means, with respect to ACC and its Subsidiaries for
any period, the following, each calculated on  a  Consolidated  basis  for such
period  without duplication in accordance with GAAP:  (a) Net Income, PLUS  (b)
to the extent  deducted  in  determining  Net  Income  (i) income and franchise
taxes, (ii) Interest Expense and (iii) amortization and  depreciation and other
similar non-cash charges LESS (c) the sum of (i) interest income, (ii) non-cash
income, (iii) capitalized costs and expenses and (iv) any  items  of  gain  (or
PLUS  any non-cash items of loss) which were included in determining Net Income
and were  not  realized  in  the  ordinary course of business.  For purposes of
calculating compliance with Article VIII, Operating Cash Flow shall be adjusted
in a manner reasonably satisfactory to the Managing Agents to include as of the
first day of any calculation period  any  acquisition  consummated  during such
period in accordance with this Agreement and exclude as of the first day of any
calculation  period  any  Subsidiary  or  assets  sold  in accordance with this
Agreement during such period.

      "OTHER TAXES" shall have the meaning assigned thereto in Section 3.13(b).

      "PBGC" means the Pension Benefit Guaranty Corporation  or  any  successor
agency.

      "PENSION   PLAN"   means   any   Employee  Benefit  Plan,  other  than  a
Multiemployer Plan, which is subject to  the provisions of Title IV of ERISA or
Section 412 of the Code and which (a) is maintained for employees of ACC or any
ERISA Affiliates or (b) has at any time within  the  preceding  six  years been
maintained  for  the  employees of ACC or any of their current or former  ERISA
Affiliates.

      "PERMITTED CURRENCY" means Dollars or Sterling, or each such currency, as
the context requires.

      "PERSON"  means an  individual,  corporation,  partnership,  association,
trust, business trust,  limited  liability  company, joint venture, joint stock
company,  pool,  syndicate, sole proprietorship,  unincorporated  organization,
Governmental Authority or any other form of entity or group.

      "PLEDGE AGREEMENT"  means  the  collective  reference  to  the ACC Pledge
Agreement  and ACC National Pledge Agreement, or either such Pledge  Agreement,
as the context requires.

      "PREFERRED  STOCK"  means the Series A Preferred Stock of ACC governed by
and issued in accordance with  the  terms  set  forth  in  the  Certificate  of
Designation  attached  as  EXHIBIT  D  to  the  Fleet Note and Warrant Purchase
Agreement.

      "PRIME RATE" means, at any time, the rate of  interest per annum publicly
announced  from time to time by the Administrative Agent  as  its  prime  rate.
Each change  in the Prime Rate shall be effective as of the opening of business
on  the  day such  change  in  the  Prime  Rate  occurs.   The  parties  hereto
acknowledge that the rate announced publicly by the Administrative Agent as its
Prime Rate  is an index or base rate and shall not necessarily be its lowest or
best rate charged to its customers or other banks.

      "PRO FORMA  DEBT SERVICE" means, with respect to ACC and its Subsidiaries
at any date of determination,  the  sum  of  the  following  calculated without
duplication  on  a  Consolidated  PRO  FORMA basis for the period of  four  (4)
consecutive fiscal quarters immediately  succeeding  such date of determination
in  accordance  with  GAAP: (a) all payments of principal  or  similar  amounts
required to be paid with  respect  to  Total Debt during such period based upon
the aggregate amount of outstanding Debt  on such date of determination and (b)
Interest Expense required to be paid during  such  period  based  upon rates of
interest in effect on such date of determination.

      "PROJECTIONS" shall have the meaning assigned thereto in Section 6.1(c).

      "PUC"  means  any  state, provincial or other local regulatory agency  or
body that exercises jurisdiction  over  the rates or services or the ownership,
construction  or  operation  of  any  Network   Facility   or   long   distance
telecommunications  systems  or  over  Persons who own, construct or operate  a
Network Facility or long distance telecommunications  systems,  in each case by
reason  of  the  nature or type of the business subject to regulation  and  not
pursuant to laws and regulations of general applicability to Persons conducting
business in any such jurisdiction.

      "PUC AUTHORIZATIONS" means all applications, filings, reports, documents,
recordings and registrations with, and all validations, exemptions, franchises,
waivers, approvals,  orders or authorizations, consents, licenses, certificates
and permits from any PUC.

      "REGISTER" shall have the meaning assigned thereto in Section 13.10(d).

      "REQUIRED LENDERS"  means,  at any date, any combination of Lenders whose
Commitment Percentages aggregate at least sixty-six and two-thirds percent (66-
2/3%) or, if the Commitments have been  terminated,  the  holders  of  at least
sixty-six and two-thirds percent (66-2/3%) of the aggregate principal amount of
the Notes.

      "RESERVE   PERCENTAGE"   means   the  maximum  daily  arithmetic  reserve
requirement imposed by the Board of Governors of the Federal Reserve System (or
any successor) under Regulation D on Eurocurrency  liabilities  (as  defined in
Regulation  D)  for the applicable Interest Period as of the first day of  such
Interest Period,  but  subject  to  any  changes  in  such  reserve requirement
becoming effective during the Interest Period.  For purposes of calculating the
Reserve Percentage, the reserve requirement shall be as set forth in Regulation
D  without  benefit  of  credit  for  prorations,  exemptions or offsets  under
Regulation D, and further without regard to whether or not any Lender elects to
actually fund any Loan or portion thereof with Eurocurrency  liabilities.  Each
calculation by the Administrative Agent of the LIBOR Rate shall  be  conclusive
and binding for all purposes, absent manifest error.

      "SECURITY   AGREEMENT"   means   the  Security  Agreement  of  even  date
substantially in the form of EXHIBIT G executed  by  the  Domestic Borrowers in
favor of the Administrative Agent for the benefit of itself and the Lenders, as
amended or modified.

      "SECURITY  DOCUMENTS"  means  the  collective reference to  the  Security
Agreement,  the  Trademark  Assignment,  the Pledge  Agreements,  the  Landlord
Consents, the Mortgages, the Canadian Subsidiary  Security  Documents,  the ACC
U.K.  Security Documents, the Escrow Joinder Agreement and each other agreement
or writing  pursuant to which ACC or any Subsidiary thereof pledges or grants a
security interest  in  the  Collateral  or  such  Person guaranties the payment
and/or performance of the Obligations.

      "SHAWMUT"  means  Shawmut  Bank  Connecticut, N.A.,  a  national  banking
association, and its successors.

      "SOLVENT" means, as to ACC and its  Subsidiaries  taken on a Consolidated
basis  on a particular date, that such Persons (a) have capital  sufficient  to
carry on  their  business and transactions and all business and transactions in
which they are about  to engage and are able to pay their debts as they mature,
(b) own property having  a  value  at  fair  valuation  greater than the amount
required to pay their probable liabilities (including contingencies),  and  (c)
do  not  believe that they will incur debts or liabilities beyond their ability
to pay such debts or liabilities as they mature.

      "STERLING"  means  pounds  sterling  in the lawful currency of the United
Kingdom.

      "SUBLIMIT" means the maximum aggregate  amount  of Loans available at any
time to the applicable Borrower or group of Borrowers hereunder as set forth on
SCHEDULE  1.2.   If  a  Sublimit  on  such Schedule applies to  more  than  one
Borrower, such Sublimit shall be in the  aggregate amount available to all such
Borrowers taken together, and not an amount  available  to  each  such Borrower
individually.

      "SUBORDINATED  DEBT"  means any Debt designated as Subordinated  Debt  on
SCHEDULE 5.1(T) hereof and any other Debt of ACC or any Subsidiary subordinated
in  right  and  time  of  payment   to  the  Obligations  on  terms  reasonably
satisfactory to the Required Lenders.

      "SUBORDINATION AGREEMENTS" means  the  collective  reference to the Fleet
Venture  Subordination Agreement and the Intercompany Subordination  Agreement,
or either such agreement, as the context requires.

      "SUBSIDIARY"  means  as  to  any  Person, any corporation, partnership or
other entity of which more than fifty percent  (50%) of the outstanding capital
stock or other ownership interests having ordinary  voting  power  to  elect  a
majority  of  the  board  of  directors  or other managers of such corporation,
partnership or other entity is at the time, directly or indirectly, owned by or
the management is otherwise controlled by such Person (irrespective of whether,
at the time, capital stock of any other class  or  classes  of such corporation
shall  have  or  might  have  voting  power by reason of the happening  of  any
contingency).   Unless  otherwise  qualified,  references  to  "Subsidiary"  or
"Subsidiaries" herein shall refer to those of ACC.

      "TAXES" shall have the meaning assigned thereto in Section 3.13(a).

      "TERMINATION DATE" means the earliest of the dates referred to in Section
2.6.

      "TERMINATION EVENT" means:  (a) a "Reportable Event" described in Section
4043 of ERISA (other than a Reportable  Event  as  to which the provision of 30
days notice has been waived by the PBGC under applicable  regulations);  or (b)
the withdrawal of ACC or any ERISA Affiliate from a Pension Plan during a  plan
year  in which it was a "substantial employer" as defined in Section 4001(a)(2)
of ERISA;  or  (c) the termination of a Pension Plan, the filing of a notice of
intent to terminate a Pension Plan or the treatment of a Pension Plan amendment
as  a  distress  termination  under  Section  4041(c)  of  ERISA;  or  (d)  the
institution of proceedings  to  terminate, or the appointment of a trustee with
respect to, any Pension Plan by the  PBGC;  or (e) any other event or condition
which  would  constitute  grounds  under  Section  4042(a)  of  ERISA  for  the
termination  of, or the appointment of a trustee  to  administer,  any  Pension
Plan; or (f) the  partial  or complete withdrawal of ACC or any ERISA Affiliate
from a Multiemployer Plan; or  (g) the imposition of a Lien pursuant to Section
412 of the Code or Section 302 of  ERISA;  or  (h) any event or condition which
results  in  the  reorganization or insolvency of a  Multiemployer  Plan  under
Sections 4241 or 4245  of ERISA; or (i) any event or condition which results in
the termination of a Multiemployer  Plan  under  Section  4041A of ERISA or the
institution  by  PBGC  of proceedings to terminate a Multiemployer  Plan  under
Section 4042 of ERISA.

      "TOTAL DEBT" means,  with respect to ACC and its Subsidiaries at any date
of determination and without  duplication, all Debt of ACC and its Subsidiaries
on a Consolidated basis.

      "TRADEMARK  ASSIGNMENT" means  the  Trademark  Assignment  of  even  date
executed by ACC in  favor of the Administrative Agent for the benefit of itself
and the Lenders, as amended or modified.

      "UCC" means the  Uniform  Commercial  Code  as  in effect in the State of
North Carolina.

      "U.K.  BORROWERS"  means  the  collective  reference  to   each  Borrower
organized  under  the  laws  of the United Kingdom or any political subdivision
thereof.

      "UNITED STATES" means the United States of America.

      "WHOLLY-OWNED" means, with  respect  to a Subsidiary, a Subsidiary all of
the shares of capital stock or other ownership interests of which are, directly
or indirectly, owned or controlled by ACC and/or  one  or  more  of its Wholly-
Owned Subsidiaries.

      "WORKING CAPITAL" means, with respect to ACC and its Subsidiaries  at any
date, the difference between current assets and current liabilities as of  such
date determined in accordance with GAAP.

      SECTION   1.    GENERAL.    All  terms  of  an  accounting  nature  not
specifically defined herein shall have  the  meaning  assigned thereto by GAAP.
Unless  otherwise  specified,  a reference in this Agreement  to  a  particular
section, subsection, Schedule or  Exhibit  is  a  reference  to  that  section,
subsection,  Schedule  or Exhibit of this Agreement.  Wherever from the context
it appears appropriate, each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, the feminine and the neuter.  Any
reference herein to "Charlotte  time" shall refer to the applicable time of day
in Charlotte, North Carolina.

      SECTION 2.  OTHER DEFINITIONS AND PROVISIONS.

      (a)   USE OF CAPITALIZED TERMS.   Unless  otherwise  defined therein, all
capitalized  terms  defined  in this Agreement shall have the defined  meanings
when used in this Agreement, the  Notes  and  the  other  Loan Documents or any
certificate,  report  or  other  document  made or delivered pursuant  to  this
Agreement.

      (b)   MISCELLANEOUS.  The words "hereof",  "herein"  and  "hereunder" and
words  of  similar  import  when  used  in  this Agreement shall refer to  this
Agreement as a whole and not to any particular provision of this Agreement.


                                  ARTICLE II

                           REVOLVING CREDIT FACILITY

      SECTION  1.   REVOLVING  CREDIT  LOANS.    Subject  to  the  terms  and
conditions of this Agreement, each Lender severally  agrees  to make Loans in a
Permitted Currency to the applicable Borrower or Borrowers from  time  to  time
from  the  Closing  Date  through  the  Termination  Date  as requested by such
Borrower  or Borrowers in accordance with the terms of Sections  2.1  and  2.2;
PROVIDED, that,  based  upon  the  Dollar  Amount  of  any Loans denominated in
Dollars and the Current Dollar Equivalent of any Loans denominated in Sterling,
(a)  the  maximum  amount  of  Loans  available to each Borrower  at  any  time
hereunder shall not exceed the Sublimit  applicable  to  such Borrower, (b) the
aggregate principal amount of all outstanding Loans (after giving effect to any
amount  requested)  shall  not  exceed  the Aggregate Commitment  and  (c)  the
principal amount of outstanding Loans from  any  Lender  to the Borrowers shall
not at any time exceed such Lender's Commitment.  Each Loan  by  a Lender shall
be  in a principal amount equal to such Lender's Commitment Percentage  of  the
aggregate  principal  amount  of Loans requested on such occasion.  Loans to be
made in Sterling shall be funded  in  an  amount  equal to the Dollar Amount of
such Loan.  Loans to the Domestic Borrowers shall be denominated in Dollars and
Loans to the U.K. Borrowers shall be denominated in  Sterling.   Subject to the
terms and conditions hereof, the Borrowers may borrow, repay and reborrow Loans
hereunder until the Termination Date.

      SECTION 1.2  PROCEDURE FOR ADVANCES OF LOANS.

      (a)   REQUESTS FOR BORROWING.  The applicable Borrower or Borrowers shall
give  the  Administrative  Agent irrevocable prior written notice in  the  form
attached hereto as EXHIBIT B  (a  "Notice  of  Borrowing") not later than 11:00
a.m. (Charlotte time) (i) on the same Business Day  as  each Base Rate Loan and
(ii)  at  least  three (3) Business Days before each LIBOR Rate  Loan,  of  its
intention to borrow,  specifying (A) the date of such borrowing, which shall be
a Business Day, (B) whether  such  Loan  shall  be denominated in Dollars or in
Sterling, (C) the amount of such borrowing, which  shall  be  with  respect  to
LIBOR  Rate  Loans  denominated  in Dollars in an aggregate principal amount of
$2,500,000  or a whole multiple of  $1,000,000  in  excess  thereof  (and  with
respect to Loans  denominated  in  Sterling,  the  Dollar  Amount  in each case
thereof), and with respect to Base Rate Loans in an aggregate principal  amount
of  $1,000,000  or  a  whole  multiple  of  $500,000  in excess thereof, (D) if
denominated in Dollars, whether the Loans are to be LIBOR  Rate  Loans  or Base
Rate  Loans  and  (E)  in  the  case  of a LIBOR Rate Loan, the duration of the
Interest  Period  applicable  thereto.   Notices   received  after  11:00  a.m.
(Charlotte  time)  shall  be  deemed received on the next  Business  Day.   The
Administrative Agent shall promptly  notify  the  Lenders  of  each  Notice  of
Borrowing.

      (b)   DISBURSEMENT  OF LOANS DENOMINATED IN DOLLARS.  Not later than 1:00
p.m. (Charlotte time) on the  proposed  borrowing date for any Loan denominated
in Dollars, each Lender will make available  to  the  Administrative Agent, for
the  account  of the applicable Borrower or Borrowers, at  the  office  of  the
Administrative   Agent  in  Dollars  in  funds  immediately  available  to  the
Administrative Agent,  such  Lender's  Commitment  Percentage  of the requested
borrowing.  The Borrowers hereby irrevocably authorize the Administrative Agent
to disburse the proceeds of each borrowing requested pursuant to  this  Section
2.2(b)  in  immediately available funds by crediting such proceeds to a deposit
account  of  the   applicable   Borrower   or  Borrowers  maintained  with  the
Administrative Agent or by wire transfer from  such  deposit account to another
account  as  may be requested by such Borrower or Borrowers  by  prior  written
notice to the Administrative Agent.

      (c)   DISBURSEMENT OF LOANS DENOMINATED IN STERLING.  Not later than 1:00
p.m. (the time  of  the  Administrative  Agent's Correspondent) on the proposed
borrowing date for any Loan denominated in  Sterling,  each  Lender  will  make
available  to  the  Administrative  Agent  at  the office of the Administrative
Agent's  Correspondent  in  Sterling  in  funds immediately  available  to  the
Administrative  Agent, such Lender's Commitment  Percentage  of  the  requested
borrowing to be denominated  in  Sterling.   The  Borrowers  hereby irrevocably
authorize the Administrative Agent to disburse the proceeds of  each  borrowing
requested  pursuant  to  this Section 2.2(b) in immediately available funds  by
crediting such proceeds to  an  account  of  the applicable Borrower maintained
with the Administrative Agent's Correspondent  or  by  wire  transfer from such
deposit  account  to  another account as may be requested by such  Borrower  by
prior written notice to the Administrative Agent.

      (d)   AVAILABILITY.   Subject  to  Section 3.6 hereof, the Administrative
Agent shall not be obligated to disburse the  proceeds  of  any  Loan requested
pursuant to this Section 2.2 until each Lender shall have made available to the
Administrative Agent its Commitment Percentage of such Loan.

      SECTION 1.3  REPAYMENT OF LOANS.

      (e)   REPAYMENT  ON  TERMINATION  DATE.   Each  Borrower shall repay  the
outstanding  principal  amount  of  all Loans made to such  Borrower  in  full,
together with all accrued but unpaid interest thereon, on the Termination Date.

      (f)   MANDATORY  REPAYMENT  OF  EXCESS   LOANS.    If  at  any  time  the
outstanding  principal  amount  of all Loans exceeds the Aggregate  Commitment,
such  excess  shall  be  repaid by the  applicable  Borrower  or  Borrowers  in
accordance with Section 3.8.

      (g)   CERTAIN ASSET  SALES.   The  Net  Cash  Proceeds  received  by  any
Borrower in connection with any asset sale described in Section 9.6 (other than
Section 9.6(d)) shall be used within three (3) Business Days of receipt thereof
to prepay all outstanding Loans on a PRO RATA basis under each Sublimit.

      (h)   EQUITY  OFFERING.   Prior  to  June 30, 1997, the Net Cash Proceeds
received by any Borrower from any offering of  equity  securities shall be used
within  three  (3) Business Days of receipt thereof to prepay  all  outstanding
Loans on a PRO RATA basis under each Sublimit.

      (i)   CANADIAN  SUBSIDIARIES.   ACC  Corp.  shall  prepay the Loans in an
amount  equal  to the Net Cash Proceeds received by a Canadian  Subsidiary  (i)
under the business  interruption  insurance  policy  of  any  such  Person with
respect to any claim pending on the date hereof and (ii) in connection with any
equity offering described in Section 2.3(d).  Each such repayment shall be used
within  three  (3)  Business  Days of receipt thereof to prepay all outstanding
Loans on a PRO RATA basis under each Sublimit.

      (j)   OPTIONAL REPAYMENTS.   Any  applicable Borrower may at any time and
from time to time repay the Loans made thereto,  in  whole  or in part, upon at
least  three (3) Business Days' irrevocable notice to the Administrative  Agent
with respect  to  LIBOR  Rate Loans and one (1) Business Day irrevocable notice
with respect to Base Rate  Loans,  specifying  the date and amount of repayment
and  whether the repayment is of LIBOR Rate Loans  or  Base  Rate  Loans  or  a
combination  thereof, and, if of a combination thereof, the amount allocable to
each.  Upon receipt  of  such  notice,  the Administrative Agent shall promptly
notify each Lender.  If any such notice is  given, the amount specified in such
notice shall be due and payable on the date set  forth in such notice.  Partial
repayments shall be in an aggregate amount of $2,500,000 or a whole multiple of
$1,000,000 in excess thereof with respect to LIBOR Rate Loans and $1,000,000 or
a whole multiple of $500,000 in excess thereof with respect to Base Rate Loans.

      (k)   LIMITATION ON REPAYMENT OF LIBOR RATE LOANS.  No Borrower may repay
any LIBOR Rate Loan hereunder on any day other than  on  the  last  day  of the
Interest Period applicable thereto unless such repayment is accompanied by  any
amount required to be paid pursuant to Section 3.11.

      (l)   NO COMMITMENT REDUCTION.  No repayment pursuant to this Section 2.3
shall require a corresponding permanent reduction in the Aggregate Commitment.

      SECTION  1.4   REVOLVING  CREDIT  NOTES.   Each  Lender's  Loans  and the
obligation  of each Borrower to repay the Loans made thereto shall be evidenced
by the Note executed  by  such  Borrower  payable  to  the order of such Lender
representing  such  Borrower's  obligation  to  pay  such  Lender's  Commitment
Percentage of the Sublimit of such Borrower or, if less, the  aggregate  unpaid
principal  amount  of  all  Loans  made  and  to  be made by such Lender to the
Borrower hereunder, PLUS interest and all other fees, charges and other amounts
due thereon.  Each Note shall be dated the date hereof  and shall bear interest
on  the  unpaid principal amount thereof at the applicable  interest  rate  per
annum specified in Section 3.1.

      SECTION 1.5  PERMANENT REDUCTIONS OF THE AGGREGATE COMMITMENT.

      (m) The Borrowers shall have the right at any time and from time to time,
upon at least five (5) Business Days prior written notice to the Administrative
Agent, to  permanently  reduce,  in  whole  at any time or in part from time to
time,  without premium or penalty, the Aggregate  Commitment  in  an  aggregate
principal  amount  not less than $2,500,000 or any whole multiple of $1,000,000
in excess thereof.

      (n)   The Aggregate  Commitment shall be reduced by (i) the amount of Net
Cash Proceeds received by any Borrower or Canadian Subsidiary (A) in connection
with any asset sale not permitted by Section 9.6, (B) in an amount greater than
$50,000 (or the equivalent thereof in any foreign currency) under any policy of
insurance of any Borrower upon  receipt of any such proceeds (other than as set
forth in Section 2.3) and (C) as  described  in Section 2.3(d) on or after June
30, 1997 upon receipt thereof and (ii) within  one  hundred  twenty  (120) days
after  each  Fiscal  Year  end  commencing with Fiscal Year end 1996, an amount
equal to seventy- five percent (75%)  of  Excess Cash Flow for such Fiscal Year
as set forth on the Officer's Compliance Certificate for such Fiscal Year.

      (o)  The  Aggregate  Commitment  shall  be  permanently  reduced  by  the
following amounts on the corresponding dates as follows:





                  Amount of   Aggregate
      DATE  REDUCTION   COMMITMENT

   July 1, 1997               $2,450,000        $32,550,000
   Oct. 1, 1997                2,450,000         30,100,000
   Jan. 1, 1998                2,450,000         27,650,000
   April 1, 1998               2,450,000         25,200,000
   July 1, 1998                2,450,000         22,750,000
   Oct. 1, 1998                2,450,000         20,300,000
   Jan. 1, 1999                2,905,000         17,395,000
   April 1, 1999               2,905,000         14,490,000
   July 1, 1999                2,905,000         11,585,000
   Oct. 1, 1999                2,905,000          8,680,000
   Jan. 1, 2000                2,905,000          5,775,000
   April 1, 2000               2,905,000          2,870,000
   July 1, 2000                2,870,000             -0-

      (p)  Each  permanent reduction permitted or  required  pursuant  to  this
Section 2.5 shall be accompanied by a payment of principal sufficient to reduce
the aggregate outstanding  Loans  of  the  Lenders  after such reduction to the
Sublimits  and Aggregate Commitment as so reduced and  by  payment  of  accrued
interest on  the  amount  of such repaid principal.  The amount of each partial
permanent reduction under this  Section 2.5 shall be applied PRO RATA to reduce
each  Sublimit and the remaining mandatory  reduction  amounts  required  under
Section  2.5(b).    Any permanent reduction of the Aggregate Commitment to zero
shall be accompanied  by payment of all outstanding Obligations and termination
of the Commitments and  Credit  Facility.   If  the  reduction of the Aggregate
Commitment requires the repayment of any LIBOR Rate Loan, such reduction may be
made  only  on  the  last  day of the then current Interest  Period  applicable
thereto unless such repayment  is accompanied by any amount required to be paid
pursuant to Section 3.11.

      SECTION 2.  TERMINATION  OF CREDIT FACILITY.  The Credit Facility shall
terminate on the earliest of (a) July  1,  2000, (b) the date of termination by
the Borrower pursuant to Section 2.5(a) and  (c) the date of termination by the
Administrative Agent on behalf of the Lenders pursuant to Section 11.2(a).

      SECTION 3.  USE OF PROCEEDS.  The Borrowers  shall  use the proceeds of
the  Loans  (a)  to finance the acquisition of Capital Assets, (b)  to  finance
loans, advances, acquisitions  and  investments  permitted  by Section 9.4, (c)
repay on the Closing Date existing Debt of the Borrowers and  (d)  for  working
capital  and  general  corporate  requirements  of the Borrowers, including the
payment  of  certain  fees  and  expenses  incurred  in   connection  with  the
transactions contemplated hereby.

      SECTION  4.  NATURE  OF  OBLIGATIONS; SECURITY.  The obligations  of  the
Domestic Borrowers under their Note and the other obligations of such Borrowers
hereunder (other than the obligations  of  ACC as Guarantor) shall be joint and
several among such Borrowers.  The obligations  of  the  U.K.  Borrowers  under
their  Note  and the Obligations of such Borrowers hereunder shall be joint and
several among  such Borrowers, but in relation to the Domestic Borrowers, shall
be several and not  joint  and several.  The obligations of each Borrower shall
be secured in accordance with the terms of the applicable Security Documents.

                                  ARTICLE III

                            GENERAL LOAN PROVISIONS

      SECTION 3.1  INTEREST.

      (a)   INTEREST RATE OPTIONS.   Subject  to the provisions of this Section
3.1, at the election of the applicable Borrower or Borrowers, Loans denominated
in Dollars shall bear interest at the Base Rate or the LIBOR Rate PLUS, in each
case,  the  Applicable  Margin  as set forth below  and  Loans  denominated  in
Sterling shall bear interest at the  LIBOR  Rate  PLUS the Applicable Margin as
set forth below.  The applicable Borrower or Borrowers shall select the rate of
interest and Interest Period, if any, applicable to  any  Loan  at  the  time a
Notice of Borrowing is given pursuant to Section 2.2 or at the time a Notice of
Conversion/Continuation is given pursuant to Section 3.2.  Each Loan or portion
thereof  bearing  interest  based on the Base Rate shall be a "Base Rate Loan",
and each Loan or portion thereof bearing interest based on the LIBOR Rate shall
be a "LIBOR Rate Loan".   Any  Loan or any portion thereof to be denominated in
Dollars  as  to  which the applicable  Borrower  or  Borrowers  have  not  duly
specified an interest rate as provided herein shall be deemed a Base Rate Loan.

      (b)   INTEREST  PERIODS.   In  connection  with each LIBOR Rate Loan, the
applicable Borrower or Borrowers, by giving notice  at  the  times described in
Section 3.1(a), shall elect an interest period (each, an "Interest  Period") to
be  applicable  to  such Loan, which Interest Period shall be a period of  one,
two, three, or six months; PROVIDED that:

         (i)      the  Interest Period shall commence on the date of advance of
or conversion to any LIBOR Rate Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence on the date on
which the next preceding Interest Period expires;

        (ii)      if any  Interest  Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; PROVIDED, that if any Interest Period would otherwise expire on a
day that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such  Interest  Period  shall  expire on the
next preceding Business Day;

       (iii)      any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period;

        (iv)      no  Interest Period shall extend beyond the Termination  Date
and no Interest Period  shall  be selected by the Borrower which, in connection
with  mandatory reductions of the  Aggregate  Commitment  pursuant  to  Section
2.5(b), would cause the early termination of such Interest Period; and

         (v)      with  respect to Loans denominated in Dollars, there shall be
no more than three (3) Interest  Periods  outstanding  at  any  time  and  with
respect  to  Loans denominated in Sterling, there shall be no more than one (1)
Interest Period for each such currency.

      (c)   APPLICABLE  MARGIN.   The Applicable Margin provided for in Section
3.1(a) with respect to the Loans (the  "Applicable  Margin")  shall  (i) on the
Closing  Date  equal  the  percentages  set  forth in the certificate delivered
pursuant to Section 4.2(e)(ii) and (ii) for each  fiscal  quarter thereafter be
determined  by  reference  to the Leverage Ratio as of the end  of  the  fiscal
quarter  immediately  preceding   the  delivery  of  the  applicable  Officer's
Compliance Certificate as follows:


                                          Applicable Margin Per Annum
            LEVERAGE RATIO                BASE RATE +     LIBOR RATE +

            Greater than 3.5              1.50%       2.95%
            to 1.0.

            Greater than 3.0 to 1.0 1.25%       2.75%
            but less than or equal to
            3.5 to 1.0.

            Greater than 2.5 to 1.0 but0.75%    2.25%
            less than or equal to 3.0 to 1.0

            Less than or equal to   -0-         1.50%
            2.5 to 1.0

Adjustments,  if  any,  in the Applicable  Margin  shall  be  made  by  the
Administrative Agent upon  receipt by the Administrative Agent of quarterly
financial statements for ACC  and  its  Subsidiaries  and  the accompanying
Officer's Compliance Certificate setting forth the Leverage  Ratio  of  ACC
and  its Subsidiaries as of the most recent fiscal quarter end.  Subject to
Section  3.1(d),  in the event the Borrower fails to deliver such financial
statements and certificate  within  the  time  required  by  Section 6.2(c)
hereof,  the Applicable Margin shall be the highest Applicable  Margin  set
forth  above   until   the   delivery  of  such  financial  statements  and
certificate.

     (d)  DEFAULT RATE.  Upon  the occurrence and during the continuance of
an Event of Default, (i) the Borrower  shall  no  longer have the option to
request LIBOR Rate Loans, (ii) all outstanding LIBOR  Rate Loans shall bear
interest at a rate per annum two percent (2%) in excess  of  the  rate then
applicable  to  LIBOR  Rate  Loans until the end of the applicable Interest
Period and convert on such date  to  a  Base  Rate  Loan  and bear interest
thereafter at a rate equal to two percent (2%) in excess of  the  rate then
applicable  to  Base  Rate  Loans and (iii) all outstanding Base Rate Loans
shall bear interest at a rate per annum equal to two percent (2%) in excess
of the rate then applicable to Base Rate Loans.  Interest shall continue to
accrue on the Notes after the  filing  by  or  against  any Borrower of any
petition  seeking  any  relief  in  bankruptcy  or  under  any act  or  law
pertaining  to  insolvency  or  debtor  relief,  whether state, federal  or
foreign.

     (e)  INTEREST PAYMENT AND COMPUTATION.  Interest  on  each  Base  Rate
Loan  shall be payable in arrears on the last Business Day of each calendar
quarter commencing September 30, 1995, and interest on each LIBOR Rate Loan
shall be  payable  on  the  last  day  of  each  Interest Period applicable
thereto, and if such Interest Period extends over  three (3) months, at the
end of each three month interval during such Interest Period.  All interest
rates, fees and commissions provided hereunder shall  be  computed  on  the
basis of a 360-day year and assessed for the actual number of days elapsed,
except that interest with respect to each Base Rate Loan and the commitment
fee  referenced  in Section 3.3(a) shall be computed on the basis of a 365-
day year.

     (f)  MAXIMUM  RATE.   In  no contingency or event whatsoever shall the
aggregate of all amounts deemed  interest  hereunder  or  under  any of the
Notes   charged  or  collected  pursuant to the terms of this Agreement  or
pursuant to any of the Notes exceed  the highest rate permissible under any
Applicable Law which a court of competent  jurisdiction  shall,  in a final
determination,  deem  applicable  hereto.   In  the event that such a court
determines that the Lenders have charged or received  interest hereunder in
excess of the highest applicable rate, the rate in effect  hereunder  shall
automatically  be  reduced  to the maximum rate permitted by Applicable Law
and the Lenders shall at the  Administrative Agent's option promptly refund
to the applicable Borrower or Borrowers any interest received by Lenders in
excess  of the maximum lawful rate  or  shall  apply  such  excess  to  the
principal  balance  of  the  Obligations.  It is the intent hereof that the
Borrowers not pay or contract  to  pay,  and  that  no  Agent or any Lender
receive  or  contract  to  receive,  directly or indirectly in  any  manner
whatsoever, interest in excess of that  which  may be paid by the Borrowers
under Applicable Law.

     SECTION 3.2  NOTICE AND MANNER OF CONVERSION OR CONTINUATION OF LOANS.
Provided  that  no Default or Event of Default has  occurred  and  is  then
continuing, the Borrower  shall  have the option to (a) convert at any time
all or any portion of its outstanding Base Rate Loans in a principal amount
equal to $2,500,000 or any whole multiple  of  $1,000,000 in excess thereof
into  one or more LIBOR Rate Loans denominated in  Dollars,  (b)  upon  the
expiration  of  any  Interest  Period,  convert  all  or  any  part  of its
outstanding  LIBOR  Rate Loans denominated in Dollars in a principal amount
equal to $1,000,000 or  a whole multiple of $500,000 in excess thereof into
Base Rate Loans or (c) upon the expiration of any Interest Period, continue
any LIBOR Rate Loan in a  principal  amount  of  $2,500,000  or  any  whole
multiple  of  $1,000,000  in  excess  thereof  (or  with  respect  to Loans
denominated in Sterling, the Dollar Amount in each case thereof) as a LIBOR
Rate  Loan  denominated  in  the  same  Permitted  Currency.   Whenever the
Borrower  desires  to  convert  or  continue  Loans as provided above,  the
Borrower  shall  give  the Administrative Agent irrevocable  prior  written
notice   in   the   form   attached    as   EXHIBIT   C   (a   "Notice   of
Conversion/Continuation") not later than  11:00 a.m. (Charlotte time) three
(3)  Business  Days  before  the  day  on which a  proposed  conversion  or
continuation of such Loan is to be effective specifying (i) the Loans to be
converted  or continued, and, in the case  of  a  LIBOR  Rate  Loan  to  be
converted or  continued,  the  Permitted  Currency  in  which  such Loan is
denominated  and  the  last  day of the Interest Period therefor, (ii)  the
effective  date  of such conversion  or  continuation  (which  shall  be  a
Business Day), (iii)  the principal amount of such Loans to be converted or
continued and (iv) the  Interest  Period to be applicable to such converted
or  continued LIBOR Rate Loan.  The  Administrative  Agent  shall  promptly
notify the Lenders of such Notice of Conversion/Continuation.

     SECTION 3.3  FEES.

     (a)  COMMITMENT  FEE.   The  Borrowers shall pay to the Administrative
Agent, for the account of the Lenders, a non-refundable commitment fee at a
rate per annum equal to .50% on the  average  daily  unused  portion of the
Aggregate Commitment; PROVIDED, that (i) if the Leverage Ratio as set forth
in the Officer's Compliance Certificate for any fiscal quarter is less than
or  equal  to 2.5 to 1.0, the commitment fee payable with respect  to  such
amount on the  immediately  succeeding payment date shall be .375% and (ii)
until  December 31, 1995, if any  amount  is  unavailable  to  be  borrowed
hereunder  solely because such borrowing would cause a violation of Section
8.1, the commitment fee payable with respect to such unavailable amount for
the period of such unavailability shall be .250%.  The commitment fee shall
be payable in  arrears  on  the  last Business Day of each calendar quarter
during the term of this Agreement commencing September 30, 1995, and on the
Termination  Date.   Such  commitment  fee  shall  be  distributed  by  the
Administrative  Agent to the  Lenders  PRO  RATA  in  accordance  with  the
Lenders' respective Commitment Percentages.

     (b)  STRUCTURING  AND  UP-FRONT  FEES.  The Borrowers shall pay to the
Administrative Agent, for the account of  the Lenders, a non-refundable up-
front fee and the unpaid portion of the structuring  fee in accordance with
the term sheet referred to in paragraph (c) of this Section.

     (c)  ADMINISTRATIVE   AGENT'S  FEES.   In  order  to  compensate   the
Administrative Agent for its  obligations hereunder, the Borrowers agree to
pay to the Administrative Agent  for its own account the administrative fee
set forth in the term sheet executed  by  ACC dated June 6, 1995, which fee
shall be payable in advance on the Closing  Date and on each anniversary of
such date.

     SECTION 3.4  MANNER OF PAYMENT.

     (a)  LOANS DENOMINATED IN DOLLARS.  Each payment (including repayments
described in Article II) by any Borrower on account  of the principal of or
interest on the Loans denominated in Dollars or of any  fee,  commission or
other  amounts  payable  to  the  Lenders under this Agreement or any  Note
(except as set forth in Section 3.4(b))  shall be made in Dollars not later
than 1:00 p.m. (Charlotte time) on the date  specified  for  payment  under
this  Agreement  to the Administrative Agent for the account of the Lenders
PRO RATA in accordance  with their respective Commitment Percentages at the
Administrative Agent's Office, in immediately available funds, and shall be
made  without  any set-off,  counterclaim  or  deduction  whatsoever.   Any
payment received  after  such time but before 2:00 p.m. (Charlotte time) on
such day shall be deemed a payment on such date for the purposes of Section
11.1, but for all other purposes  shall  be deemed to have been made on the
next  succeeding  Business  Day.   Any payment  received  after  2:00  p.m.
(Charlotte time) shall be deemed to  have  been made on the next succeeding
Business Day for all purposes.

     (b)  LOANS   DENOMINATED   IN  STERLING.   Each   payment   (including
repayments described in Article II)  by  any  Borrower  on  account  of the
principal of or interest on the Loans denominated in Sterling shall be made
in  Sterling  not  later  than  1:00  p.m.  (the time of the Administrative
Agent's  Correspondent)  on  the  date specified  for  payment  under  this
Agreement  to  the  Administrative  Agent's  account  with  the  applicable
Administrative Agent's Correspondent  for  the  account  of the Lenders PRO
RATA  in  accordance  with  their  respective  Commitment  Percentages,  in
immediately  available  funds,  and  shall  be  made  without  any set-off,
counterclaim or deduction whatsoever.  Any payment received after such time
but before 2:00 P.M. (the time of the Administrative Agent's Correspondent)
on  such  day  shall  be deemed a payment on such date for the purposes  of
Section 11.1, but for all  other purposes shall be deemed to have been made
on the next succeeding Business  Day.  Any payment received after 2:00 P.M.
(the time of the Administrative Agent's  Correspondent)  shall be deemed to
have been made on the next succeeding Business Day for all purposes.

     (c)  PRO RATA TREATMENT.  Upon receipt by the Administrative  Agent of
each  such  payment,  the  Administrative  Agent shall credit each Lender's
account with its PRO RATA share of such payment  in  accordance  with  such
Lender's  Commitment Percentage and shall wire advice of the amount of such
credit to each  Lender.   Each  payment  to the Administrative Agent of its
fees  shall  be  made  in  like  manner,  but  for   the   account  of  the
Administrative Agent.  Subject to Section 3.1(b)(ii), if any  payment under
this Agreement or any Note shall be specified to be made upon a  day  which
is not a Business Day, it shall be made on the next succeeding day which is
a Business Day and such extension of time shall in such case be included in
computing any interest if payable along with such payment.

     SECTION  3.5   CREDITING  OF  PAYMENTS AND PROCEEDS.  Unless otherwise
provided in the Security Agreement,  in  the  event that any Borrower shall
fail to pay any of the Obligations when due and  the  Obligations have been
accelerated pursuant to Section 11.2, all payments received  by the Lenders
upon  the  Notes  and the other Obligations and all net proceeds  from  the
enforcement of the Obligations shall be applied first to all Administrative
Agent's fees and expenses  then due and payable, then to all other expenses
then due and payable by the  Borrowers  hereunder,  then  to  all indemnity
obligations  then due and payable by the Borrowers hereunder, then  to  all
commitment and  other  fees  and  commissions then due and payable, then to
accrued and unpaid interest on the  Notes  and any termination payments due
in respect of a Hedging Agreement with any Lender  (PRO  RATA in accordance
with all such amounts due), then to the principal amount of  the  Notes, in
that order.

     SECTION 3.6  NATURE OF OBLIGATIONS OF LENDERS REGARDING EXTENSIONS  OF
CREDIT; ASSUMPTION BY ADMINISTRATIVE AGENT.  The obligations of the Lenders
under  this  Agreement  to  make the Loans are several and are not joint or
joint and several.  Unless the  Administrative  Agent  shall  have received
notice  from  a Lender prior to a proposed borrowing date that such  Lender
will not make available  to  the Administrative Agent such Lender's ratable
portion of the amount to be borrowed  on  such date (which notice shall not
release such Lender of its obligations hereunder), the Administrative Agent
may  assume  that  such  Lender  has  made such portion  available  to  the
Administrative  Agent on the proposed borrowing  date  in  accordance  with
Section  2.2 and the  Administrative  Agent  may,  in  reliance  upon  such
assumption,  make  available  to  the Borrower on such date a corresponding
amount.  If such amount is made available  to the Administrative Agent on a
date after such borrowing date, such Lender shall pay to the Administrative
Agent on demand an amount, until paid, equal  to (a) with respect to a Loan
denominated in Dollars the amount of such Lender's Commitment Percentage of
such borrowing and interest thereon at a rate per  annum equal to the daily
average  Federal  Funds  Rate  during  such  period  as determined  by  the
Administrative  Agent  and  (b)  with  respect  to  a  Loan denominated  in
Sterling, such Lender's Commitment Percentage of such borrowing  at  a rate
per  annum  equal  to  the  Administrative  Agent's aggregate marginal cost
(including  the  cost  of  maintaining  any required  reserves  or  deposit
insurance and of any fees, penalties, overdraft  charges  or other costs or
expenses incurred by the Administrative Agent as a result of the failure to
deliver  funds  hereunder) of carrying such amount.  A certificate  of  the
Administrative Agent  with  respect to any amounts owing under this Section
shall be conclusive, absent manifest  error.   If  such Lender's Commitment
Percentage  of such borrowing is not made available to  the  Administrative
Agent by such Lender within three (3) Business Days of such borrowing date,
the Administrative  Agent  shall  be  entitled  to recover such amount made
available by the Administrative Agent with interest thereon at the rate per
annum  then  applicable  to  such  Loan  hereunder,  on  demand,  from  the
applicable Borrower or Borrowers.  The failure of any  Lender  to  make its
Commitment  Percentage  of  any Loan available shall not relieve it or  any
other Lender of its obligation,  if  any,  hereunder to make its Commitment
Percentage of such Loan available on such borrowing  date,  but  no  Lender
shall  be  responsible  for  the  failure  of  any other Lender to make its
Commitment Percentage of such Loan available on the borrowing date.

     SECTION 3.7  MANDATORY REDENOMINATION OF STERLING LOANS.  If any LIBOR
Rate Loan denominated in Sterling is required to  be  converted  to  a Base
Rate  Loan  pursuant  to  Sections  3.1(d),  3.10  or  any other applicable
provision hereof, such Base Rate Loan shall be funded in  Dollars under the
Sublimit of the Domestic Borrowers (excluding ACC LEC) in an  amount  equal
to the Dollar Amount of such LIBOR Rate Loan, all subject to the provisions
of  Section  3.8.  The applicable Borrower or Borrowers shall reimburse the
Lenders upon any  such conversion for any amounts required to be paid under
Section 3.11.

     SECTION 3.8  CURRENCY APPRECIATION; SUBLIMITS; MANDATORY REDUCTIONS.

     (a)  AGGREGATE  COMMITMENTS.   If  at any time and for any reason, the
aggregate  principal amount of all Loans denominated  in  Dollars  and  the
aggregate Current Dollar Equivalent of all Loans denominated in Sterling as
of such time  exceeds  the Aggregate Commitment, the applicable Borrower or
Borrowers shall (i) if (and  to  the  extent)  necessary  to eliminate such
excess,  immediately  repay  outstanding  Base Rate Loans, if any,  by  the
Dollar Amount of such excess, and/or reduce  any pending request for a Base
Rate Loan on such day by the Dollar Amount of  such  excess,  to the extent
thereof and (ii) if (and to the extent) necessary to eliminate such excess,
immediately repay LIBOR Rate Loans and/or reduce any pending requests for a
borrowing or continuation or conversion of such Loans submitted  in respect
of  such  Loans  on  such day, by the Dollar Amount of such excess, to  the
extent thereof.

     (b)  SUBLIMITS.   If  at  any  time  and  for any reason the aggregate
principal  amount  of  all Loans denominated in Dollars  or  the  aggregate
Current Dollar Equivalent  of  all Loans denominated in Sterling as of such
time, exceeds the Sublimit applicable  to  any  Borrower or Borrowers, such
Borrower  or  Borrowers  shall  (i)  immediately  repay   Base  Rate  Loans
outstanding to such Borrower or Borrowers, if any, by the Dollar  Amount of
any  such  excess and/or reduce on such day any pending request for a  Base
Rate Loan submitted  by  such Borrower or Borrowers by the Dollar Amount of
such excess, to the extent  thereof  and  (ii) immediately repay LIBOR Rate
Loans and/or reduce any pending requests for a borrowing or continuation or
conversion submitted in respect of such Loans  on  such  day, by the Dollar
Amount of any remaining excess, to the extent thereof.

     (c)  COMPLIANCE  AND PAYMENTS.  Each Borrower's compliance  with  this
Section 3.8 shall be tested  on  each  day an interest payment is due under
Section  3.1(e).   All  payments pursuant to  this  Section  3.8  shall  be
accompanied by any amount required to be repaid under Section 3.11.

     SECTION 3.9  REGULATORY  LIMITATION.   In  the  event,  as a result of
increases  in  the  value  of Sterling against the Dollar or for any  other
reason, the obligation of any  of  the  Lenders  to make Loans (taking into
account  the  Dollar Amount of the Obligations and all  other  indebtedness
required to be  aggregated  under  12  USCA 84, as amended, the regulations
promulgated thereunder and any other Applicable  Law) is determined by such
Lender to exceed its then applicable legal lending  limit under 12 USCA 84,
as  amended,  and  the  regulations promulgated thereunder,  or  any  other
Applicable  Law, the amount  of  additional  Loans  such  Lender  shall  be
obligated to  make  hereunder  shall  immediately be reduced to the maximum
amount  which  such  Lender  may legally advance  (as  determined  by  such
Lender), the obligation of each of the remaining Lenders hereunder shall be
proportionately reduced, based  on their applicable Commitment Percentages,
and, to the extent necessary under such laws and regulations (as determined
by each of the Lenders, with respect  to the applicability of such laws and
regulations to itself), the Borrowers shall reduce, or cause to be reduced,
complying to the extent practicable with  the  remaining provisions hereof,
the  Obligations outstanding hereunder by an amount  sufficient  to  comply
with such maximum amounts.

     SECTION 3.10  CHANGED CIRCUMSTANCES.

     (a)  CIRCUMSTANCES AFFECTING LIBOR RATE AVAILABILITY.  If with respect
to any  Interest  Period  the  Administrative  Agent  or  any Lender (after
consultation with Administrative Agent) shall determine that  (i) by reason
of  circumstances  affecting  the  foreign  exchange  and interbank markets
generally, deposits in eurodollars or Sterling, in the  applicable  amounts
are   not   being   quoted  via  Telerate  Page  3750  or  offered  to  the
Administrative Agent  or  such  Lender  for  such  Interest  Period, (ii) a
fundamental  change  has  occurred  in  the  foreign  exchange or interbank
markets with respect to Sterling (including, without limitation, changes in
national  or international financial, political or economic  conditions  or
currency exchange  rates  or  exchange  controls)  or  (iii)  it has become
otherwise  materially  impractical  for  the  Administrative  Agent or  the
Lenders,   as   applicable,  to  make  such  Loan  in  Sterling,  then  the
Administrative Agent  shall forthwith give notice thereof to the Borrowers.
Thereafter, until the Administrative Agent notifies the Borrowers that such
circumstances no longer  exist, the obligation of the Lenders to make LIBOR
Rate Loans, and the right  of  the  Borrowers  to  convert  any  Loan to or
continue  any  Loan  as  a  LIBOR  Rate  Loan,  shall be suspended, and the
applicable Borrower or Borrowers shall repay in full (or cause to be repaid
in  full) the then outstanding principal amount of  each  such  LIBOR  Rate
Loan,  together  with accrued interest thereon, on the last day of the then
current Interest Period  applicable  to such LIBOR Rate Loan or convert the
then outstanding principal amount of each  such  LIBOR  Rate Loan to a Base
Rate Loan as of the last day of such Interest Period.

     (b)  LAWS  AFFECTING  LIBOR  RATE  AVAILABILITY.  If, after  the  date
hereof, the introduction of, or any change  in,  any  Applicable Law or any
change in the interpretation or administration thereof  by any Governmental
Authority,   central   bank   or   comparable   agency  charged  with   the
interpretation or administration thereof, or compliance  by  any Lender (or
any  of  their  respective  Lending  Offices) with any request or directive
(whether or not having the force of law)  of  any  such  Authority, central
bank or comparable agency, shall make it unlawful or impossible  for any of
the  Lenders  (or  any  of  their respective Lending Offices) to honor  its
obligations hereunder to make  or maintain any LIBOR Rate Loan, such Lender
shall promptly give notice thereof  to  the  Administrative  Agent  and the
Administrative  Agent  shall promptly give notice to the Borrowers and  the
other  Lenders.   Thereafter,   until  Administrative  Agent  notifies  the
Borrowers that such circumstances no longer exist (which notification shall
be given as soon as practicable,  but  in  any  event not later than thirty
(30) days after the Administrative Agent obtains actual knowledge that such
circumstances no longer exist), (i) the obligations  of the Lenders to make
LIBOR  Rate  Loans  and the right of the Borrower to convert  any  Loan  or
continue any Loan as  a  LIBOR  Rate Loan shall be suspended and thereafter
the Borrower may select only Base  Rate Loans hereunder, and (ii) if any of
the Lenders may not lawfully continue  to maintain a LIBOR Rate Loan to the
end of the then current Interest Period  applicable thereto as a LIBOR Rate
Loan, the applicable LIBOR Rate Loan shall  immediately  be  converted to a
Base Rate Loan for the remainder of such Interest Period.

     (c)  INCREASED COSTS.  If, after the date hereof, the introduction of,
or  any  change  in,  any  Applicable  Law,  or  in  the interpretation  or
administration  thereof  by  any Governmental Authority,  central  bank  or
comparable  agency  charged  with   the  interpretation  or  administration
thereof, or compliance by any of the  Lenders  (or  any of their respective
Lending Offices) with any request or directive (whether  or  not having the
force of law) of such Authority, central bank or comparable agency:

          (i)  shall subject any of the Lenders (or any of their respective
Lending Offices) to any tax, duty or other charge with respect to any LIBOR
Rate Loan or any Note or shall change the basis of taxation of  payments to
any  of  the  Lenders  (or any of their respective Lending Offices) of  the
principal of or interest  on  any  LIBOR Rate Loan or any Note or any other
amounts due under this Agreement in  respect thereof (except for changes in
the rate of tax on the overall net income  of  any of the Lenders or any of
their respective Lending Offices imposed by the  jurisdiction in which such
Lender is organized or is or should be qualified to  do  business  or  such
Lending Office is located); or

          (ii)   shall  impose,  modify  or  deem  applicable  any  reserve
(including,  without  limitation, any imposed by the Board of Governors  of
the Federal Reserve System),  special  deposit,  insurance  or  capital  or
similar requirement against assets of, deposits with or for the account of,
or  credit  extended  by  any  of  the  Lenders (or any of their respective
Lending Offices) or shall impose on any of  the  Lenders  (or  any of their
respective  Lending Offices) or the foreign exchange and interbank  markets
any other condition affecting any LIBOR Rate Loan or any Note;

and the result  of  any of the foregoing is to increase the costs to any of
the Lenders of maintaining  any  LIBOR  Rate Loan or to reduce the yield or
amount of any sum received or receivable  by  any of the Lenders under this
Agreement or under the Notes in respect of a LIBOR  Rate  Loan,  then  such
Lender   shall   promptly   notify   the   Administrative  Agent,  and  the
Administrative Agent shall promptly notify the  Borrower  of  such fact and
demand  compensation  therefor  and,  within  fifteen (15) days after  such
notice by Administrative Agent, the Borrower shall  pay to such Lender such
additional amount or amounts as will compensate such  Lender or Lenders for
such increased cost or reduction.  The Administrative Agent  will  promptly
notify  the  Borrower  of  any  event  of which it has knowledge which will
entitle  such  Lender to compensation pursuant  to  this  Section  3.10(c);
PROVIDED, that the Administrative Agent shall incur no liability whatsoever
to the Lenders or  the  Borrower  in  the  event  it  fails  to  do  so.  A
certificate  of  the  Administrative  Agent  setting  forth  the  basis for
determining such additional amount or amounts necessary to compensate  such
Lender  or  Lenders  shall  be conclusively presumed to be correct save for
manifest error.

     SECTION 3.11  INDEMNITY.   The Borrower hereby indemnifies each of the
Lenders  against  any loss or expense  (including  without  limitation  any
foreign exchange costs) which may arise or be attributable to each Lender's
obtaining, liquidating  or  employing  deposits  or other funds acquired to
effect, fund or maintain the Loans (a) as a consequence  of  any failure by
the  Borrower  to make any payment when due of any amount due hereunder  in
connection with  a  LIBOR Rate Loan, (b) due to any failure of the Borrower
to borrow on a date specified  therefor  in a Notice of Borrowing or Notice
of Continuation/Conversion with respect to  any  LIBOR Rate Loan or (c) due
to any payment, prepayment or conversion of any LIBOR  Rate  Loan on a date
other  than  the  last day of the Interest Period therefor.  Each  Lender's
calculations of any such loss or expense shall be furnished to the Borrower
and shall be conclusive, absent manifest error.

     SECTION 3.12   CAPITAL  REQUIREMENTS.   If either (a) the introduction
of, or any change in, or in the interpretation  of,  any  Applicable Law or
(b)  compliance  with  any  guideline or request from any central  bank  or
comparable agency or other Governmental  Authority  (whether  or not having
the  force  of law), has or would have the effect of reducing the  rate  of
return on the  capital  of,  or  has affected or would affect the amount of
capital  required  to be maintained  by,  any  Lender  or  any  corporation
controlling such Lender  as  a  consequence  of,  or  with reference to the
Commitments and other commitments of this type, below the  rate  which  the
Lender  or  such  other  corporation  could  have  achieved  but  for  such
introduction,  change  or  compliance,  then  within five (5) Business Days
after written demand by any such Lender, the Borrowers  shall  pay  to such
Lender  from  time  to  time as specified by such Lender additional amounts
sufficient  to  compensate  such  Lender  or  other  corporation  for  such
reduction.  A certificate as to such amounts submitted to the Borrowers and
the Administrative  Agent by such Lender, shall, in the absence of manifest
error, be presumed to be correct and binding for all purposes.

     SECTION 3.13  TAXES.

     (a)  PAYMENTS FREE  AND  CLEAR.  Any and all payments by the Borrowers
hereunder or under the Notes shall  be  made  free and clear of and without
deduction  for  any  and  all  present  or future taxes,  levies,  imposts,
deductions,  charges  or  withholding,  and all  liabilities  with  respect
thereto excluding, (i) in the case of each  Lender  and  each Agent, income
and  franchise taxes imposed by the jurisdiction under the  laws  of  which
such Lender  or  Agent (as the case may be) is organized or is or should be
qualified to do business  or any political subdivision of such jurisdiction
or country which includes such  jurisdiction  and  (ii) in the case of each
Lender,  income  and  franchise taxes imposed by the jurisdiction  of  such
Lender's Lending Office  or  any political subdivision of such jurisdiction
or country which includes such  jurisdiction  (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings  and  liabilities  being
hereinafter referred to as "Taxes").  If any Borrower shall be required  by
law  to deduct any Taxes from or in respect of any sum payable hereunder or
under  any  Note  to  any Lender or any Agent, (A) the sum payable shall be
increased as may be necessary  so that after making all required deductions
(including deductions applicable  to  additional  sums  payable  under this
Section 3.13) such Lender or Agent (as the case may be) receives an  amount
equal  to  the amount such party would have received had no such deductions
been made, (B)  such Borrower shall make such deductions, (C) such Borrower
shall pay the full  amount  deducted  to  the  relevant taxing authority or
other authority in accordance with applicable law,  and  (D)  such Borrower
shall deliver to the Administrative Agent evidence of such payment  to  the
relevant  taxing  authority  or  other  authority in the manner provided in
Section 3.13(d).

     (b)  STAMP AND OTHER TAXES.  In addition,  the Borrowers shall pay any
present or future stamp, registration, recordation  or documentary taxes or
any other similar fees or charges or excise or property  taxes,  levies  of
the  United  States  or  any  state or political subdivision thereof or any
applicable foreign jurisdiction which arise from any payment made hereunder
or from the execution, delivery  or  registration  of,  or  otherwise  with
respect  to,  this  Agreement,  the Loans, the other Loan Documents, or the
perfection  of  any  rights  or  security   interest   in  respect  thereto
(hereinafter referred to as "Other Taxes").

     (c)  INDEMNITY.  The Borrowers shall indemnify each  Lender  and  each
Agent  for  the  full  amount  of Taxes and Other Taxes (including, without
limitation,  any Taxes and Other  Taxes  imposed  by  any  jurisdiction  on
amounts payable  under  this Section 3.13) paid by such Lender or Agent (as
the  case may be) and any  liability  (including  penalties,  interest  and
expenses)  arising  therefrom  or with respect thereto, whether or not such
Taxes  or  Other  Taxes  were  correctly   or   legally   asserted.    Such
indemnification  shall  be  made within thirty (30) days from the date such
Lender or Agent (as the case may be) makes written demand therefor.

     (d)  EVIDENCE OF PAYMENT.   Within  thirty (30) days after the date of
any payment of Taxes or Other Taxes, the affected Borrower shall furnish to
the Administrative Agent, at its address referred  to  in Section 13.1, the
original  or  a certified copy of a receipt evidencing payment  thereof  or
other evidence of payment satisfactory to the Administrative Agent.

     (e)  DELIVERY OF TAX FORMS.  Each Lender organized under the laws of a
jurisdiction other  than  the  United  States  or  any  state thereof shall
deliver to the Borrower, with a copy to the Administrative  Agent,  on  the
Closing  Date  or concurrently with the delivery of the relevant Assignment
and Acceptance,  as  applicable,  (i)  two  United  States Internal Revenue
Service  Forms  4224  or  Forms  1001,  as applicable (or successor  forms)
properly completed and certifying in each case that such Lender is entitled
to a complete exemption from withholding  or deduction for or on account of
any  United  States  federal income taxes, and  (ii)  an  Internal  Revenue
Service Form W-8 or W-9  or  successor applicable form, as the case may be,
to establish an exemption from  United  States  backup  withholding  taxes.
Each such Lender further agrees to deliver to the Borrower, with a copy  to
the  Administrative  Agent,  a  Form  1001  or 4224 and Form W-8 or W-9, or
successor applicable forms or manner of certification,  as the case may be,
on  or  before the date that any such form expires or becomes  obsolete  or
after the  occurrence  of  any  event requiring a change in the most recent
form previously delivered by it to  the Borrower, certifying in the case of
a Form 1001 or 4224 that such Lender  is entitled to receive payments under
this  Agreement  without  deduction or withholding  of  any  United  States
federal income taxes (unless  in  any such case an event (including without
limitation any change in treaty, law  or  regulation) has occurred prior to
the  date  on  which any such delivery would otherwise  be  required  which
renders such forms inapplicable or the exemption to which such forms relate
unavailable and  such  Lender  notifies the Borrower and the Administrative
Agent that it is not entitled to  receive  payments  without  deduction  or
withholding  of  United  States federal income taxes) and, in the case of a
Form  W-8 or W-9, establishing  an  exemption  from  United  States  backup
withholding tax.

     (f)  SURVIVAL.   Without  prejudice  to  the  survival  of  any  other
agreement of the Borrower hereunder, the agreements and obligations of  the
Borrower  contained  in this Section 3.13 shall survive the payment in full
of the Obligations and the termination of the Commitments.


                            ARTICLE IV

           CLOSING; CONDITIONS OF CLOSING AND BORROWING

     SECTION 4.1  CLOSING.   The closing shall take place at the offices of
Kennedy Covington Lobdell & Hickman,  L.L.P., 100 North Tryon Street, Suite
4200, Charlotte, North Carolina 28202 at 10:00 a.m. on July __, 1995, or on
such other date as the parties hereto shall mutually agree.

     SECTION 4.2  CONDITIONS TO CLOSING  AND  INITIAL EXTENSIONS OF CREDIT.
The  obligation  of the Lenders to close this Agreement  and  to  make  the
initial Loan is subject  to  the  satisfaction  of  each  of  the following
conditions:

     (a)  EXECUTED  LOAN  DOCUMENTS.   (i) This Agreement, (ii) the  Notes,
(iii) the Security Agreement, (iv) the Trademark Assignment, (v) the Pledge
Agreements, (vi) the Mortgages, (vii) the  Landlord  Consents,  (viii)  the
Contingent  Interest  Agreement,  (ix)  the  Canadian  Subsidiary  Security
Documents and Canadian Note Documents, (x) the ACC U.K. Security Documents,
(xi)  the  Subordination  Agreements and (xii) the Escrow Joinder Agreement
shall have been duly authorized,  executed  and  delivered to the Agents in
form and substance satisfactory thereto by the parties thereto, shall be in
full  force  and  effect  and  no default shall exist thereunder,  and  the
Borrower  shall  have  delivered  original   counterparts  thereof  to  the
Administrative Agent.

     (b)  CLOSING CERTIFICATES; ETC.

       (i)     COMPLIANCE CERTIFICATE OF THE BORROWERS.  The Administrative
Agent shall have received a certificate from the chief executive officer or
chief   financial  officer  of  ACC,  in  form  and  substance   reasonably
satisfactory   to   the  Administrative  Agent,  to  the  effect  that  all
representations and warranties of the Borrowers contained in this Agreement
and the other Loan Documents  are  true,  correct  and  complete;  that the
Borrowers  are  not in violation of any of the covenants contained in  this
Agreement and the  other  Loan  Documents; that, after giving effect to the
transactions contemplated by this Agreement, no Default or Event of Default
has occurred and is continuing; that  the  Borrowers have satisfied each of
the closing conditions to be satisfied thereby; and that the Borrowers have
filed all required tax returns and owe no delinquent taxes.

      (ii)     CERTIFICATE   OF   SECRETARY   OF   EACH    BORROWER.    The
Administrative Agent shall have received a certificate of the  secretary or
assistant secretary (or director with respect to ACC U.K.) of each Borrower
certifying,  as  applicable,  that  attached thereto is a true and complete
copy of the articles of incorporation  or  other  charter documents of such
Borrower and all amendments thereto, certified as of  a  recent date by the
appropriate  Governmental  Authority in its jurisdiction of  incorporation;
that attached thereto is a true  and  complete  copy  of the bylaws of such
Borrower  as  in  effect on the date of such certification;  that  attached
thereto is a true and  complete  copy  of  resolutions  duly adopted by the
Board   of   Directors   of   such  Borrower,  authorizing  the  borrowings
contemplated hereunder and the  execution, delivery and performance of this
Agreement and the other Loan Documents  to  which  it is a party; and as to
the  incumbency and genuineness of the signature of each  officer  of  such
Borrower executing Loan Documents to which such Person is a party.

     (iii)     CERTIFICATES  OF  GOOD  STANDING.   The Administrative Agent
shall have received long-form certificates as of a recent  date of the good
standing of each Borrower under the laws of their respective  jurisdictions
of organization and such other jurisdictions requested by the Agents.

      (iv)     OPINIONS  OF  COUNSEL.  The Administrative Agent shall  have
received favorable opinions of  United  States, Canadian and United Kingdom
counsel to the Borrowers addressed to the  Agents  and Lenders with respect
to  such  Persons,  the  Loan  Documents and regulatory matters  (including
without  limitation  Communications   Licenses   and   PUC  Authorizations)
reasonably satisfactory in form and substance to the Agents and Lenders.

       (v)     TAX  FORMS.   The Administrative Agent shall  have  received
copies of the United States Internal  Revenue  Service  forms  required  by
Section 3.13 hereof.

     (c)  COLLATERAL.

       (i)     FILINGS  AND  RECORDINGS.  All filings that are necessary to
perfect  the Liens of the Administrative  Agent  and  the  Lenders  in  the
Collateral described in the Security Documents shall have been filed in all
appropriate  locations  and  the  Administrative  Agent shall have received
evidence  satisfactory  to  the  Administrative  Agent that  such  security
interests  constitute  valid  and perfected first priority  Liens  therein,
subject to Liens permitted by Section 9.3.

      (ii)     PLEDGED STOCK.  The Administrative Agent shall have received
original stock certificates evidencing  the  capital stock pledged pursuant
to the Pledge Agreements, together with an appropriate  undated stock power
for  each  certificate  duly  executed  in  blank  by the registered  owner
thereof.

     (iii)     LIEN SEARCHES.  The Administrative Agent shall have received
the  results  of a Lien search of all filings made against  such  Borrowers
under the Uniform Commercial Code as in effect in any jurisdiction in which
any of their assets  are  located, indicating among other things that their
assets are free and clear of  any  Lien  except  for the Liens permitted by
Section 9.3.

     (iv)      MORTGAGE  DOCUMENTS.  The Administrative  Agent  shall  have
received  such  mortgagee  title   and  hazard  insurance  policies,  title
searches, property surveys, appraisals  and  environmental assessments with
respect  to  each property covered by a Mortgage  as  it  shall  reasonably
request in writing from the applicable Borrower.

      (v)      INSURANCE.   The  Administrative  Agent  shall have received
certificates of insurance and copies (certified by the applicable Borrower)
of  insurance  policies  in  the form required under Section  7.3  and  the
Security  Documents  and  otherwise   in   form  and  substance  reasonably
satisfactory to the Administrative Agent.

     (d)  CONSENTS; NO ADVERSE CHANGE.

       (i)     GOVERNMENTAL  AND  THIRD  PARTY  APPROVALS.   All  necessary
approvals, authorizations and consents, if  any  be required, of any Person
and  of  all Governmental Authorities and courts having  jurisdiction  with
respect to  the execution and delivery of this Agreement and the other Loan
Documents shall  have  been  obtained  and  copies thereof delivered to the
Administrative Agent.

      (ii)     PERMITS AND LICENSES.  All permits  and  licenses, including
permits  and  licenses  required  under Applicable Laws, necessary  to  the
current conduct of business by the  Borrowers  and their Subsidiaries shall
have been obtained.

     (iii)     NO  INJUNCTION, ETC.  No action, proceeding,  investigation,
regulation  or  legislation  shall  have  been  instituted,  threatened  or
proposed  before  any   Governmental  Authority  to  enjoin,  restrain,  or
prohibit, or to obtain substantial  damages  in  respect  of,  or  which is
related  to or arises out of this Agreement or the other Loan Documents  or
the consummation  of  the  transactions  contemplated hereby or thereby, or
which,  in  the  Managing  Agents' reasonable  discretion,  would  make  it
inadvisable to consummate the  transactions  contemplated by this Agreement
and such other Loan Documents.

      (iv)     NO MATERIAL ADVERSE CHANGE.  There  shall  not have occurred
any  material  adverse  change  in the condition (financial or  otherwise),
operations, properties, business  or  prospects  of the Borrowers and their
Subsidiaries, or any event or condition that has had or could be reasonably
expected to have a Material Adverse Effect.

       (v)     NO EVENT OF DEFAULT.  No Default or  Event  of Default shall
have occurred and be continuing.

     (e)  FINANCIAL MATTERS.

       (i)     FINANCIAL  STATEMENTS.  The Agents shall have  received  the
most  recent audited Consolidated  financial  statements  of  ACC  and  its
Subsidiaries.

      (ii)     FINANCIAL  CONDITION  CERTIFICATE.  ACC shall have delivered
to the Administrative Agent a certificate, in form and substance reasonably
satisfactory  to such Agent, and certified  as  accurate  in  all  material
respects by the  chief executive officer or chief financial officer of ACC,
that (A) attached  thereto  is  a  PRO  FORMA  balance sheet of ACC and its
Subsidiaries setting forth on a PRO FORMA basis  the financial condition of
ACC  and  its  Subsidiaries  on  a  Consolidated  basis as  of  that  date,
reflecting on a PRO FORMA basis the effect of the transactions contemplated
herein, including all material fees and expenses in  connection  therewith,
and evidencing compliance on a PRO FORMA basis with the covenants contained
in  Articles  VIII  and IX hereof, (B) the financial projections previously
delivered to the Managing  Agents  represent the good faith opinions of the
Borrowers  and  senior  management thereof  as  to  the  projected  results
contained  therein, and (C)  attached  thereto  is  a  calculation  of  the
Applicable Margin in accordance with Section 3.1(c) as of March 31, 1995.

      (iii)    EQUITY   PROCEEDS.   The  Borrower  shall  deliver  evidence
reasonably satisfactory to  the  Administrative  Agent of receipt by ACC of
Net  Cash  Proceeds  in  an amount equal to at least $11,000,000  from  its
offering of equity securities  from  March  29,  1995  to  April  15, 1995,
pursuant to Regulation S of the Securities Act of 1933, as amended.

       (iv)    FLEET  VENTURE  INVESTMENT.   The  Fleet  Note  and  Warrant
Purchase Agreement shall have been executed upon terms satisfactory to  the
Managing  Agents  and  ACC  shall  have received Net Cash Proceeds from the
offering of the Fleet Venture Notes  thereunder  in an amount not less than
$8,700,000.

       (v)     PAYMENT  AT  CLOSING.  There shall have  been  paid  by  the
Borrowers to the Agents and the Lenders the fees set forth or referenced in
Section  3.3 and any other accrued  and  unpaid  fees  or  commissions  due
hereunder  (including, without limitation, legal fees and expenses), and to
any other Person  such  amount as may be due thereto in connection with the
transactions contemplated  hereby,  including  all  taxes,  fees  and other
charges  in connection with the execution, delivery, recording, filing  and
registration  of any of the Loan Documents.  The Administrative Agent shall
have received duly  authorized  and  executed  copies  of  the  term  sheet
referred to in Section 3.3(c).

     (f)    MISCELLANEOUS.

       (i)     NOTICE  OF  BORROWING.   The Administrative Agent shall have
received  written  instructions  from  the  applicable   Borrower   to  the
Administrative  Agent  directing  the payment of any proceeds of Loans made
under this Agreement that are to be paid on the Closing Date.

      (ii)     PROCEEDINGS AND DOCUMENTS.   All  opinions, certificates and
other instruments and all proceedings in connection  with  the transactions
contemplated by this Agreement shall be reasonably satisfactory in form and
substance  to the Lenders.  The Lenders shall have received copies  of  all
other instruments  and other evidence as the Lender may reasonably request,
in form and substance  reasonably satisfactory to the Lenders, with respect
to the transactions contemplated  by  this  Agreement and the taking of all
actions in connection therewith.

     (iii)     DUE DILIGENCE AND OTHER DOCUMENTS.   The Borrower shall have
delivered  to  the Administrative Agent such other documents,  certificates
and opinions as the Agents reasonably request, including without limitation
copies of each document  evidencing  or  governing  the  Subordinated Debt,
certified by a secretary or assistant secretary of the applicable  Borrower
as a true and correct copy thereof.

     SECTION  4.3  CONDITIONS TO ALL LOANS.  The obligations of the Lenders
to make any Loan is subject to the satisfaction of the following conditions
precedent on the relevant borrowing or issue date, as applicable:

       (i)     CONTINUATION   OF   REPRESENTATIONS   AND  WARRANTIES.   The
representations and warranties contained in Article V  shall  be  true  and
correct  on  and as of such borrowing or issuance date with the same effect
as if made on and as of such date.

      (ii)     NO  EXISTING  DEFAULT.  No Default or Event of Default shall
have  occurred and be continuing  hereunder  on  the  borrowing  date  with
respect to such Loan or after giving effect to the Loans to be made on such
date.


                             ARTICLE V

            REPRESENTATIONS AND WARRANTIES OF BORROWERS

     SECTION  5.1  REPRESENTATIONS AND WARRANTIES.  To induce the Agents to
enter into this  Agreement and the Lenders to make the Loans, the Borrowers
hereby represent and warrant to the Agents and Lenders that:

     (a)  ORGANIZATION;   POWER;   QUALIFICATION.   Each  of  ACC  and  its
Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its  incorporation  or  formation,  has the
power  and authority to own its properties and to carry on its business  as
now being  conducted and is duly qualified and authorized to do business in
each jurisdiction  where  its  business  requires  such  qualification  and
authorization.   The  jurisdictions  in  which ACC and its Subsidiaries are
organized and qualified to do business are described on SCHEDULE 5.1(A).

     (b)  OWNERSHIP.  Each Material Subsidiary  and other Subsidiary of ACC
is  listed  on  SCHEDULE  5.1(B).    The  capitalization  of  ACC  and  its
Subsidiaries  consists  of  the number of shares,  authorized,  issued  and
outstanding,  of such classes  and  series,  with  or  without  par  value,
described on SCHEDULE  5.1(B).   All  outstanding  shares  have  been  duly
authorized  and  validly  issued and are fully paid and nonassessable.  The
shareholders of the Subsidiaries  of  ACC and the number of shares owned by
each are described on SCHEDULE 5.1(B).   There  are  no  outstanding  stock
purchase warrants, subscriptions, options, securities, instruments or other
rights  of  any  type  or  nature  whatsoever,  which are convertible into,
exchangeable for or otherwise provide for or permit the issuance of capital
stock of ACC or its Subsidiaries, except as described on SCHEDULE 5.1(B).

     (c)  AUTHORIZATION OF AGREEMENT, LOAN DOCUMENTS AND BORROWING. Each of
ACC and its Subsidiaries has the right, power and  authority  and has taken
all  necessary  corporate  and  other  action  to  authorize the execution,
delivery  and  performance of this Agreement and each  of  the  other  Loan
Documents to which it is a party in accordance with their respective terms.
This Agreement and each of the other Loan Documents have been duly executed
and delivered by  the  duly  authorized  officers  of  ACC  and each of its
Subsidiaries  party thereto and each such document constitutes  the  legal,
valid and binding  obligation  of  ACC  or  its  Subsidiary  party thereto,
enforceable in accordance with its terms, except as such enforcement may be
limited  by bankruptcy, insolvency, reorganization, moratorium  or  similar
state or federal  debtor  relief  laws  from  time  to time in effect which
affect the enforcement of creditors' rights in general and the availability
of equitable remedies.

     (d)  COMPLIANCE OF AGREEMENT, LOAN DOCUMENTS AND  BORROWING WITH LAWS,
ETC.  The execution, delivery and performance by ACC and  its  Subsidiaries
of  the  Loan Documents to which each such Person is a party, in accordance
with their  respective terms, the borrowings hereunder and the transactions
contemplated hereby do not and will not, by the passage of time, the giving
of notice or  otherwise, (i) except as set forth on SCHEDULE 5.1(D) hereto,
require any Governmental Approval or violate any Applicable Law relating to
ACC or any of its  Subsidiaries,  (ii) conflict with, result in a breach of
or  constitute a default under the articles  of  incorporation,  bylaws  or
other  organizational  documents  of  ACC or any of its Subsidiaries or any
material indenture, agreement or other instrument to which such Person is a
party or by which any of its properties  may  be  bound or any Governmental
Approval relating to such Person or (iii) result in or require the creation
or imposition of any Lien upon or with respect to any material property now
owned or hereafter acquired by such Person other than  Liens  arising under
the Loan Documents.

     (e)  COMPLIANCE WITH LAW; GOVERNMENTAL APPROVALS.  Each of ACC and its
Subsidiaries (i) has all Governmental Approvals required by any  Applicable
Law for it to conduct its business.  Each such Governmental Approval  is in
full force and effect, is final and not subject to review on appeal and  is
not the subject of any pending or, to the best of its knowledge, threatened
attack  by  direct  or collateral proceeding and (ii) is in compliance with
each Governmental Approval  applicable  to  it  and  in compliance with all
other Applicable Laws relating to it or any of its respective properties.

     (f)  TAX RETURNS AND PAYMENTS.  Each of ACC and its  Subsidiaries  has
duly  filed  or  caused to be filed all federal, state, local and other tax
returns required by  Applicable  Law  to  be  filed,  and has paid, or made
adequate provision for the payment of, all federal, state,  local and other
taxes,  assessments  and  governmental  charges or levies upon it  and  its
property, income, profits and assets which  are  due  and  payable,  except
where  the payment of such tax is being disputed in good faith and adequate
reserves  have  been  established in accordance with GAAP.  No Governmental
Authority has asserted  any  Lien  or other claim against ACC or Subsidiary
thereof with respect to material unpaid taxes which has not been discharged
or resolved or is not being contested in good faith.  The charges, accruals
and reserves on the books of ACC and  any of its Subsidiaries in respect of
federal, state, local and other taxes for  all  Fiscal  Years  and portions
thereof  are  in  the judgment of ACC adequate, and ACC does not anticipate
any additional material taxes or assessments for any of such years.

     (g)  ENVIRONMENTAL  MATTERS.   (i)   The  properties  of  ACC  and its
Subsidiaries  do  not  contain, and to the best knowledge of the Borrowers,
have  not previously contained,  any  Hazardous  Materials  in  amounts  or
concentrations  which  (A) constitute or constituted a violation of, or (B)
could give rise to material liability under, applicable Environmental Laws;

      (ii)     Such properties  and  all operations conducted in connection
therewith are in material compliance, and have been in material compliance,
with all applicable Environmental Laws,  and  to  the best knowledge of the
Borrowers, there is no contamination at or under such  properties  or  such
operations  in  violation  of  applicable Environmental Laws or which could
materially interfere with the continued operation of such properties or, if
such properties are owned by any  such  Person,  materially impair the fair
saleable value thereof;

     (iii)     Neither  ACC  nor any Subsidiary thereof  has  received  any
notice of material violation,  alleged violation, non-compliance, liability
or potential liability regarding  environmental  matters or compliance with
Environmental Laws with regard to any of their properties or the operations
conducted in connection therewith, nor does ACC or  any  Subsidiary thereof
have knowledge or reason to believe that any such notice will  be  received
or is being threatened;

      (iv)     Hazardous Materials have not been transported or disposed of
from  the properties of ACC and its Subsidiaries in violation of, or  in  a
manner  or to a location which could give rise to material liability under,
Environmental  Laws,  nor  to the best knowledge of the Borrowers, have any
Hazardous Materials been generated,  treated,  stored or disposed of at, on
or under any of such properties in material violation  of,  or  in a manner
that   could   give  rise  to  material  liability  under,  any  applicable
Environmental Laws;

       (v)     No  judicial  proceedings  or governmental or administrative
action is pending, or to the best knowledge  of  the Borrowers, threatened,
under any Environmental Law to which ACC or any Subsidiary  thereof  is  or
will  be  named  as  a  party with respect to such properties or operations
conducted in connection therewith,  nor  are  there  any consent decrees or
other decrees, consent orders, administrative orders or  other  orders,  or
other   administrative  or  judicial  requirements  outstanding  under  any
Environmental Law with respect to such properties or such operations; and

      (vi)     There  has  been no release, or to the best knowledge of the
Borrowers, threat of release,  of  Hazardous  Materials  at  or  from  such
properties,  in  violation  of or in amounts or in a manner that could give
rise to material liability under Environmental Laws.

     (h)  ERISA.

       (i)     Neither ACC nor any ERISA Affiliate maintains or contributes
to, or has any obligation under,  any  Employee  Benefit  Plans  other than
those identified on SCHEDULE 5.1(H);

      (ii)     ACC and each ERISA Affiliate is in material compliance  with
all  applicable  provisions  of  ERISA  and  the  regulations and published
interpretations  thereunder  with  respect  to all Employee  Benefit  Plans
except for any required amendments for which  the remedial amendment period
as  defined  in  Section  401(b)  of the Code has not  yet  expired.   Each
Employee Benefit Plan that is intended to be qualified under Section 401(a)
of the Code has been determined by  the  Internal  Revenue Service to be so
qualified, and each trust related to such plan has been  determined  to  be
exempt under Section 501(a) of the Code.  No liability has been incurred by
ACC  or  any  ERISA  Affiliate  which  remains unsatisfied for any taxes or
penalties with respect to any Employee Benefit  Plan  or  any Multiemployer
Plan;

     (iii)     No Pension Plan has been terminated, nor has any accumulated
funding  deficiency (as defined in Section 412 of the Code)  been  incurred
(without regard  to  any waiver granted under Section 412 of the Code), nor
has any funding waiver  from  the Internal Revenue Service been received or
requested with respect to any Pension  Plan,  nor  has  ACC  or  any  ERISA
Affiliate  failed  to  make any contributions or to pay any amounts due and
owing as required by Section  412  of the Code, Section 302 of ERISA or the
terms of any Pension Plan prior to the  due  dates  of  such  contributions
under Section 412 of the Code or Section 302 of ERISA, nor has  there  been
any  event  requiring any disclosure under Section 4041(c)(3)(C) or 4063(a)
of ERISA with respect to any Pension Plan;

      (iv)     Neither  ACC  nor any ERISA Affiliate has:  (A) engaged in a
nonexempt prohibited transaction  described  in Section 406 of the ERISA or
Section  4975 of the Code; (B) incurred any liability  to  the  PBGC  which
remains outstanding  other  than  the  payment of premiums and there are no
premium payments which are due and unpaid;  (C)  failed  to make a required
contribution or payment to a Multiemployer Plan; or (D) failed  to  make  a
required  installment  or  other  required payment under Section 412 of the
Code;

       (v)     No Termination Event  has occurred or is reasonably expected
to occur; and

      (vi)     No material proceeding,  claim, lawsuit and/or investigation
is existing or, to the best knowledge of  ACC after due inquiry, threatened
concerning or involving any (A) employee welfare  benefit  plan (as defined
in Section 3(1) of ERISA) currently maintained or contributed  to by ACC or
any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

     (i)  MARGIN STOCK.  Neither ACC nor any Subsidiary thereof  is engaged
principally or as one of its activities in the business of extending credit
for  the purpose of "purchasing" or "carrying" any "margin stock" (as  each
such term  is  defined  or  used  in  Regulations  G  and U of the Board of
Governors of the Federal Reserve System).  No part of the  proceeds  of any
of  the  Loans  will be used for purchasing or carrying margin stock or for
any purpose which  violates,  or  which  would  be  inconsistent  with, the
provisions of Regulation G, T, U or X of such Board of Governors.

     (j)  GOVERNMENT REGULATION.  Neither ACC nor any Subsidiary thereof is
an  "investment  company"  or  a  company  "controlled"  by  an "investment
company"  (as  each such term is defined or used in the Investment  Company
Act of 1940, as  amended) and neither ACC nor any Subsidiary thereof is, or
after  giving effect  to  any  Loan  will  be  a  "Holding  Company"  or  a
"Subsidiary Company" of a "Holding Company" or an "Affiliate" of a "Holding
Company"  within the respective meanings of each of the quoted terms of the
Public Utility  Holding  Company  Act  of  1935  as  amended,  or any other
Applicable  Law  which materially limits its ability to incur or consummate
the transactions contemplated hereby.

     (k)  PATENTS,   COPYRIGHTS  AND  TRADEMARKS.   Each  of  ACC  and  its
Subsidiaries owns or possesses  all  patent, copyright and trademark rights
which  are required to conduct its business  without  infringing  upon  any
validly asserted rights of others.  No event has occurred which permits, or
after notice  or  lapse  of  time  or  both would permit, the revocation or
termination of any such rights.  Neither  ACC  nor  any of its Subsidiaries
have been threatened with any litigation regarding patents,  copyrights  or
trademarks  that would present a material impediment to the business of any
such Person.

     (l)  MATERIAL  CONTRACTS.   SCHEDULE  5.1(L) sets forth a complete and
accurate  list of all Material Contracts of ACC  and  its  Subsidiaries  in
effect as of  the  Closing  Date  not  listed on any other Schedule hereto;
other than as set forth in SCHEDULE 5.1(L),  each of ACC and any Subsidiary
thereof  party  thereto  has performed all of its  obligations  under  such
Material Contracts and, to  the best knowledge of the Borrowers, each other
party thereto is in compliance  with  each such Material Contract, and each
such Material Contract is, and after giving  effect  to the consummation of
the transactions contemplated by the Loan Documents will  be, in full force
and effect in accordance with the terms thereof.  ACC and its  Subsidiaries
have delivered to the Administrative Agent a true and complete copy of each
Material Contract required to be listed on SCHEDULE 5.1(M).

     (m)  EMPLOYEE  RELATIONS.   Each of ACC and its Subsidiaries  is  not,
except as set forth on SCHEDULE 5.1(M),  party to any collective bargaining
agreement nor has any labor union been recognized  as the representative of
its  employees.   ACC  knows  of  no  pending, threatened  or  contemplated
strikes, work stoppage or other collective  labor  disputes  involving  its
employees or those of its Subsidiaries.

     (n)  BURDENSOME PROVISIONS.  Neither ACC nor any Subsidiary thereof is
a  party to any indenture, agreement, lease or other instrument, or subject
to any  corporate  or  partnership  restriction,  Governmental  Approval or
Applicable  Law  which  is  so  unusual or burdensome as in the foreseeable
future could be reasonably expected to have a Material Adverse Effect.  ACC
and its Subsidiaries do not presently  anticipate  that future expenditures
needed to meet the provisions of any statutes, orders, rules or regulations
of a Governmental Authority will be so burdensome as  to  have  a  Material
Adverse Effect.

     (o)  FINANCIAL STATEMENTS.  The (i) Consolidated balance sheets of ACC
and its Subsidiaries as of December 31, 1994, and the related statements of
income and retained earnings and cash flows for the Fiscal Year then  ended
and  (ii)  unaudited Consolidated balance sheet of ACC and its Subsidiaries
as of March  31,  1995,  and related unaudited interim statements of income
and cash flows, copies of  which  have been furnished to the Administrative
Agent and each Lender, are complete  and  correct  and  fairly  present the
assets, liabilities and financial position of ACC and its Subsidiaries,  as
at  such  dates, and the results of the operations and changes of financial
position for  the  periods  then  ended.   All  such  financial statements,
including the related schedules and notes thereto, have  been  prepared  in
accordance  with  GAAP.   ACC  and  its Subsidiaries have no material Debt,
obligation or other unusual forward or  long-term  commitment  which is not
disclosed in the foregoing financial statements or in the notes thereto.

     (p)  NO MATERIAL ADVERSE CHANGE.  Since December 31, 1994,  there  has
been  no material adverse change in the condition (financial or otherwise),
operations,  properties,  business  or prospects of the Borrowers and their
Subsidiaries,  including  any  event  or  condition  that  has  had  or  is
reasonably likely to have a Material Adverse Effect.

     (q)  SOLVENCY.  As of the Closing Date and after giving effect to each
Loan made hereunder, ACC and its Subsidiaries  taken  as  a  whole  will be
Solvent.

     (r)  TITLES TO PROPERTIES.  Each of ACC and its Subsidiaries has  such
title  to  the  real  property  owned  or  leased  by it as is necessary or
desirable to the conduct of its business and good and  marketable  title to
all  of  its  personal  property  sufficient  to  carry  on its business as
presently conducted, except such property as has been disposed of by ACC or
its Subsidiaries subsequent to such date which dispositions  have  been  in
the  ordinary  course  of  business  or  as  otherwise  expressly permitted
hereunder.   SCHEDULE  5.1(R)  hereto sets forth the address  of  all  real
property owned or leased by a Borrower and its Subsidiaries (and if leased,
the record owner thereof).

     (s)  LIENS.   None  of  the  properties  and  assets  of  ACC  or  any
Subsidiary  thereof is subject to any  Lien,  except  in  each  case  Liens
permitted pursuant  to  Section  9.3.   No  financing  statement  under the
Uniform  Commercial  Code  of  any  state which names ACC or any Subsidiary
thereof or any of their respective trade  names  or divisions as debtor and
which  has  not  been  terminated,  has been filed in any  state  or  other
jurisdiction and neither ACC nor any Subsidiary thereof has signed any such
financing statement or any security agreement authorizing any secured party
thereunder to file any such financing  statement,  except  to perfect those
Liens permitted by Section 9.3 hereof.

     (t)  DEBT AND CONTINGENT OBLIGATIONS.  SCHEDULE 5.1(T)  is  a complete
and correct listing of all Debt and Contingent Obligations of ACC  and  its
Subsidiaries  in  excess  of  $250,000.   ACC  and  its  Subsidiaries  have
performed and are in material compliance with all of the terms of such Debt
and  Contingent  Obligations  and  all  instruments and agreements relating
thereto, and no default or event of default,  or  event  or condition which
with  notice or lapse of time or both would constitute such  a  default  or
event of default on the part of ACC or its Subsidiaries exists with respect
to any such Debt or Contingent Obligation.

     (u)  LITIGATION.  Except as set forth on SCHEDULE 5.1(U), there are no
actions,  suits  or  proceedings  pending  nor,  to  the  knowledge of ACC,
threatened against or in any other way relating adversely to  or  affecting
ACC or any Subsidiary thereof or any of their respective properties  in any
court or before any arbitrator of any kind or before or by any Governmental
Authority.

     (v)  COMMUNICATIONS REGULATORY MATTERS.

       (i)     Each  Network Agreement has been duly executed and delivered
by the respective parties  thereto, is in full force and effect and neither
the Borrowers, any Subsidiary  thereof  nor,  to  the best knowledge of the
Borrowers, any of the other parties thereto, is in  default  of  any of the
provisions thereof in any material respect.

      (ii)     SCHEDULE 5.1(V) hereto sets forth, as of the date hereof,  a
true and complete list of the following information for each Communications
License  or  PUC  Authorization  issued to ACC or any its Subsidiaries: (A)
for all Communications Licenses, the  name  of  the  licensee,  the type of
service and the expiration dates; and (B)  for each PUC Authorization,  the
geographic area covered by such PUC Authorization, the services that may be
provided thereunder and the expiration date, if any.

     (iii)     The Communications Licenses and PUC Authorizations specified
on  SCHEDULE  5.1(V)  hereto are valid and in full force and effect without
conditions  except for such  conditions  as  are  generally  applicable  to
holders of such  Communications  Licenses and PUC Authorizations.  No event
has occurred and is continuing which  could  reasonably  be expected to (A)
result  in  the  imposition  of  a  material  forfeiture or the revocation,
termination or adverse modification of any such  Communications  License or
PUC Authorization or (B) materially and adversely affect any rights  of ACC
or  any  of  its Subsidiaries thereunder.  ACC has no reason to believe and
has no knowledge  that  Communications Licenses and PUC Authorizations will
not be renewed in the ordinary course.

      (iv)     All of the material properties, equipment and systems owned,
leased or managed by ACC  and  its  Subsidiaries  are,  and  (to  the  best
knowledge  of  ACC) all such property, equipment and systems to be acquired
or  added  in  connection   with   any  contemplated  system  expansion  or
construction  will  be,  in  good  repair,   working  order  and  condition
(reasonable wear and tear excepted) and are and  will be in compliance with
all   terms  and  conditions  of  the  Communications  Licenses   and   PUC
Authorizations  and  all  standards  or  rules  imposed by any Governmental
Authority or as imposed under any agreements with  telephone  companies and
customers.

       (v)     ACC  and  each  of its Subsidiaries have paid all franchise,
license or other fees and charges  which  have  become  due pursuant to any
Governmental Approval in respect of its business and has  made  appropriate
provision  as is required by GAAP for any such fees and charges which  have
accrued.

     (w)  ABSENCE  OF  DEFAULTS.   No  event has occurred and is continuing
which constitutes a Default or an Event  of  Default, or which constitutes,
or  which  with  the  passage of time or giving of  notice  or  both  would
constitute, a default or  event of default by ACC or any Subsidiary thereof
under any Material Contract  or  judgment,  decree or order to which ACC or
its Subsidiaries is a party or by which ACC or  its  Subsidiaries or any of
their respective properties may be bound or which would  require ACC or its
Subsidiaries to make any payment thereunder prior to the scheduled maturity
date therefor.

     (x)  SENIOR DEBT.  All of the Obligations of ACC and  its Subsidiaries
under the Loan Documents are entitled to the benefits of the  subordination
provisions  of  the  documents  evidencing  any  Subordinated  Debt.    ACC
acknowledges  that  the Agents and Lenders are entering into this Agreement
and  the  Lenders  are  making   Loans  hereunder  in  reliance  upon  such
subordination provisions.

     (y)  ACCURACY   AND  COMPLETENESS   OF   INFORMATION.    All   written
information, reports and  other papers and data produced by or on behalf of
ACC or any Subsidiary thereof  and  furnished  to  the Lenders were, at the
time  the  same  were so furnished, complete and correct  in  all  material
respects.  No document furnished or written statement made to the Agents or
the Lenders by ACC  or  any  Subsidiary  thereof  in  connection  with  the
negotiation,  preparation or execution of this Agreement or any of the Loan
Documents contains  or will contain any untrue statement of a fact material
to the creditworthiness of ACC or its Subsidiaries or omits or will omit to
state a material fact  necessary  in order to make the statements contained
therein not misleading.  ACC is not  aware  of  any  facts which it has not
disclosed  in  writing to the Agents having a Material Adverse  Effect,  or
insofar as ACC can  now  foresee,  could  reasonably  be expected to have a
Material Adverse Effect.

     SECTION  5.2   SURVIVAL OF REPRESENTATIONS AND WARRANTIES,  ETC.   All
representations  and warranties  set  forth  in  this  Article  V  and  all
representations and  warranties contained in any certificate, or any of the
Loan Documents (including  but  not  limited  to any such representation or
warranty  made  in  or  in  connection  with any amendment  thereto)  shall
constitute representations and warranties  made  under this Agreement.  All
representations and warranties made under this Agreement  shall  be made or
deemed to be made at and as of the Closing Date, shall survive the  Closing
Date  and  shall  not  be  waived  by  the  execution  and delivery of this
Agreement,  any investigation made by or on behalf of the  Lenders  or  any
borrowing hereunder.


                            ARTICLE VI

                 FINANCIAL INFORMATION AND NOTICES

     Until all  the Obligations have been finally and indefeasibly paid and
satisfied in full  and  the Commitments terminated, unless consent has been
obtained in the manner set  forth  in  Section  13.11 hereof, the Borrowers
will furnish or cause to be furnished to the Administrative  Agent  at  the
Administrative Agent's Office (with copies for each Managing Agent) and the
Administrative  Agent  at  its address set forth in Section 13.1 hereof, or
such other office as may be designated by such Agent from time to time:

     SECTION 6.1  FINANCIAL STATEMENTS AND PROJECTIONS.

     (a)  QUARTERLY FINANCIAL  STATEMENTS.   As  soon as practicable and in
any event within forty-five (45) days after the end of each fiscal quarter,
an unaudited Consolidated and consolidating balance  sheet  of  ACC and its
Subsidiaries  as  of  the  close  of  such  fiscal  quarter  and  unaudited
Consolidated and consolidating statements of income, retained earnings  and
cash flows for the fiscal quarter then ended and that portion of the Fiscal
Year  then  ended,  including  the  notes thereto, all in reasonable detail
setting  forth  in  comparative  form the  corresponding  figures  for  the
preceding Fiscal Year and prepared  by  ACC  in  accordance  with GAAP, and
certified  by the chief financial officer of ACC to present fairly  in  all
material respects the financial condition of ACC and its Subsidiaries as of
their respective  dates  and  the  results  of  operations  of  ACC and its
Subsidiaries for the respective periods then ended, subject to normal  year
end  adjustments.   The  Lenders  agree  that so long as ACC has a class of
equity securities registered under section  12  of  the Securities Exchange
Act of 1934, as amended, the Lenders will accept the  report  on  Form 10-Q
filed by ACC with the Securities and Exchange Commission.

     (b)  ANNUAL FINANCIAL STATEMENTS.  As soon as practicable and  in  any
event within one hundred and twenty (120) days after the end of each Fiscal
Year,  an unaudited consolidating balance sheet and income statement of ACC
and its  Subsidiaries  and an audited Consolidated balance sheet of ACC and
its  Subsidiaries  as  of  the  close  of  such  Fiscal  Year  and  audited
Consolidated statements of income, retained earnings and cash flows for the
Fiscal Year then ended, including  the  notes  thereto,  all  in reasonable
detail setting forth in comparative form the corresponding figures  for the
preceding  Fiscal  Year  and  audited  by  an  independent certified public
accounting firm of nationally recognized standing  in accordance with GAAP,
and  accompanied by a report thereon by such certified  public  accountants
that is  not  qualified with respect to scope limitations imposed by ACC or
any of its Subsidiaries  or  with respect to accounting principles followed
by ACC or any of its Subsidiaries not in accordance with GAAP.  The Lenders
agree that so long as ACC has a class of equity securities registered under
section 12 of the Securities Exchange  Act of 1934, as amended, the Lenders
will accept the report on Form 10-K filed  by  ACC  with the Securities and
Exchange Commission.

     (c)  ANNUAL  BUSINESS  PLAN  AND FINANCIAL PROJECTIONS.   As  soon  as
practicable and in any event within thirty (30) days prior to the beginning
of each Fiscal Year, a business plan  of  ACC  and its Subsidiaries for the
ensuing four fiscal quarters, such plan to include,  on  a quarterly basis,
the  following:   a  quarterly  operating and capital budget,  a  projected
income statement, statement of cash  flows and balance sheet, each prepared
on  a  basis  consistent with GAAP, and a  report  containing  management's
discussion and  analysis  of  such  projections  (such  business  plan  and
projections,  the  "Projections"),  accompanied  by  a certificate from the
chief  financial officer of ACC to the effect that, to  the  best  of  such
officer's  knowledge,  the  Projections  are  good  faith  estimates of the
anticipated financial condition and operations of ACC and its  Subsidiaries
for such four quarter period based on the then current business plan.

     SECTION 6.2  OFFICER'S COMPLIANCE CERTIFICATE.  At each time financial
statements  are delivered pursuant to Sections 6.1(a) or (b), a certificate
of the chief  executive  officer  or  chief financial officer of ACC in the
form of EXHIBIT D attached hereto (an "Officer's Compliance Certificate"):

     (a)  stating that such officer has  reviewed such financial statements
and such statements fairly present the financial condition of the Borrowers
as of the dates indicated and the results  of  their  operations  and  cash
flows for the periods indicated;

     (b)  stating  that  to such officer's knowledge, based on a reasonable
examination, no Default or  Event of Default exists, or, if such is not the
case, specifying such Default  or  Event of Default and its nature, when it
occurred,  whether  it is continuing and  the  steps  being  taken  by  the
Borrowers with respect to such Default or Event of Default; and

     (c)  setting forth  as  at  the  end  of such fiscal quarter or Fiscal
Year, as the case may be, the calculations required to establish whether or
not  ACC  and  its  Subsidiaries  were  in compliance  with  the  financial
covenants set forth in Article VIII hereof as at the end of each respective
period, the calculation of Excess Cash Flow  for  such  Fiscal Year and the
calculation of the Applicable Margin pursuant to Section  3.1(c)  as at the
end of each respective period.

     SECTION   6.3   ACCOUNTANTS'  CERTIFICATE.   At  each  time  financial
statements are delivered  pursuant  to Section 6.1(b), a certificate of the
independent  public  accountants  certifying   such   financial  statements
addressed  to  the Managing Agents for the benefit of the  Lenders  stating
that in making the  examination  necessary  for  the  certification of such
financial statements, they obtained no knowledge of any Default or Event of
Default or, if such is not the case, specifying such Default  or  Event  of
Default and its nature and period of existence.

     SECTION 6.4  OTHER REPORTS.

     (a)  Promptly  upon  receipt  thereof, copies of any management report
and any management responses thereto submitted to any Borrower or its Board
of Directors by its independent public accountants in connection with their
auditing function;

     (b)  Within ten (10) Business Days  after the receipt by ACC or any of
its Subsidiaries of notice that any Communications  License or material PUC
Authorization  has  been  lost  or  canceled,  copies  of any  such  notice
accompanied by a report describing the measures undertaken by ACC or any of
its Subsidiaries to prevent such loss or cancellation (and  the anticipated
impact, if any, that such loss or cancellation will have upon  the business
of ACC and its Subsidiaries); and

     (c)  Such other information regarding the operations, business affairs
and financial condition of ACC or any of its Subsidiaries as the  Agents or
any Lender may reasonably request.

     SECTION  6.5  NOTICE OF LITIGATION AND OTHER MATTERS.  Prompt (but  in
no event later than three (3) days after an officer of any Borrower obtains
knowledge thereof) telephonic and written notice of:

     (a)  the commencement  of  all material proceedings and investigations
by or before any Governmental Authority  and all actions and proceedings in
any  court  or  before  any arbitrator against  or  involving  ACC  or  any
Subsidiary  thereof  or any  of  their  respective  properties,  assets  or
businesses;

     (b)  any notice of  any  material  violation  received  by  ACC or any
Subsidiary  thereof  from  any  Governmental  Authority  including, without
limitation, any notice of a material violation of Environmental Laws;

     (c)  any  labor controversy that has resulted in, or could  reasonably
be expected to result  in, a strike or other work action against ACC or any
Subsidiary thereof;

     (d)  any attachment,  judgment, lien, levy or order exceeding $250,000
that may be assessed against  or  threatened  against ACC or any Subsidiary
thereof;

     (e)  any Default or Event of Default, or any  event  which constitutes
or  which  with  the  passage  of  time  or giving of notice or both  would
constitute a default or event of default under  any  Subordinated  Debt  or
other  Material Contract to which ACC or any of its Subsidiaries is a party
or by which  ACC  or  any  Subsidiary  thereof  or  any of their respective
properties may be bound;

     (f)  (i) the failure of ACC or any ERISA Affiliate  to make a required
installment  or payment under Section 302 of ERISA or Section  412  of  the
Code  by  the  due   date,   (ii)  any  Termination  Event  or  "prohibited
transaction", as such term is  defined  in  Section 406 of ERISA or Section
4975 of the Code, in connection with any Employee Benefit Plan or any trust
created thereunder, along with a description  of  the  nature thereof, what
action  ACC has taken, is taking or proposes to take with  respect  thereto
and, when  known,  any  action  taken or threatened by the Internal Revenue
Service, the Department of Labor  or  the  PBGC with respect thereto, (iii)
all notices received by ACC or any ERISA Affiliate  of the PBGC's intent to
terminate any Pension Plan or to have a trustee appointed to administer any
Pension Plan, (iv) all notices received by ACC or any  ERISA Affiliate from
a  Multiemployer  Plan  sponsor  concerning  the  imposition or  amount  of
withdrawal liability pursuant to Section 4202 of ERISA and (v) any Borrower
obtaining knowledge or reason to know that ACC or any  ERISA  Affiliate has
filed  or intends to file a notice of intent to terminate any Pension  Plan
under a  distress  termination  within  the  meaning  of Section 4041(c) of
ERISA;

     (g)  the  enactment  or  promulgation  after the date  hereof  of  any
federal, state or local statute, regulation or  ordinance  or  judicial  or
administrative  decision  or order (or, to the extent that any Borrower has
knowledge  thereof,  any  such  proposed  statute,  regulation,  ordinance,
decision or order, whether  by  the  introduction  of  legislation  or  the
commencement  of  rulemaking  or similar proceedings or otherwise) having a
material effect or relating to  the  operation of the Network Facilities by
ACC  or  any  of  its  Subsidiaries  (including,  without  limitation,  any
statutes,  decisions or orders affecting  long  distance  telecommunication
resellers generally and not directed against ACC or any of its Subsidiaries
specifically)  which  have  been  issued  or  adopted  (or  which have been
proposed) and which could reasonably be expected to have a Material Adverse
Effect; or

     (h)  any  event  which makes any of the representations set  forth  in
Section 5.1 inaccurate in any material respect.

     SECTION  6.6   ACCURACY  OF  INFORMATION.   All  written  information,
reports, statements and  other papers and data furnished by or on behalf of
any Borrower to any Agent  or Lender whether pursuant to this Article VI or
any other provision of this  Agreement,  or  any of the Security Documents,
shall be, at the time the same is so furnished, complete and correct in all
material respects based on the applicable Borrower's knowledge thereof.

     SECTION 6.7  REVISIONS OR UPDATES TO SCHEDULES.   Should  any  of  the
information  or  disclosures  provided  on  any of the Schedules originally
attached hereto become outdated or incorrect in any material respect during
any  fiscal  quarter,  the  Borrowers  shall  provide   promptly   to   the
Administrative  Agent  (with copies for each Managing Agent) such revisions
or updates to such Schedule(s) as may be necessary or appropriate to update
or correct such Schedule(s)  within  forty-five  (45) days after the end of
such  fiscal  quarter;  PROVIDED  that  subsequent  disclosures  shall  not
constitute  a cure or waiver of any Default or Event of  Default  resulting
from the matters disclosed.


                            ARTICLE VII

                       AFFIRMATIVE COVENANTS

     Until all  of  the Obligations have been finally and indefeasibly paid
and satisfied in full  and  the  Commitments terminated, unless consent has
been obtained in the manner provided  for  in  Section 13.11, each Borrower
will, and will cause each of its Subsidiaries to:

     SECTION 7.1  PRESERVATION OF CORPORATE EXISTENCE  AND RELATED MATTERS.
Except  as  permitted  by Section 9.5, preserve and maintain  its  separate
corporate existence and  all  rights,  franchises,  licenses and privileges
necessary to the conduct of its business; and qualify  and remain qualified
as a foreign corporation and authorized to do business in each jurisdiction
where its business requires such qualification and authorization.

     SECTION  7.2   MAINTENANCE  OF  PROPERTY.   Protect and  preserve  all
properties  useful  in  and  material to its business,  including  material
copyrights, patents, trade names  and  trademarks; maintain in good working
order  and condition all buildings (reasonable  wear  and  tear  excepted),
equipment  and  other tangible real and personal property; and from time to
time make or cause  to  be made all renewals, replacements and additions to
such property necessary in  the  reasonable  judgement of the Borrowers for
the conduct of its business, so that the business  carried on in connection
therewith may be properly and advantageously conducted at all times.

     SECTION 7.3  INSURANCE.  In addition to the requirements  set forth in
the  Security  Documents,  maintain  insurance  with financially sound  and
reputable insurance companies against such risks and in such amounts as are
customarily maintained by similar businesses and  as  may  be  required  by
Applicable  Law,  and  on the Closing Date and from time to time thereafter
deliver to the Administrative Agent upon its request a detailed list of the
insurance then in effect, stating the names of the insurance companies, the
amounts and rates of the insurance, the dates of the expiration thereof and
the properties and risks covered thereby.

     SECTION 7.4  ACCOUNTING  METHODS  AND  FINANCIAL  RECORDS.  Maintain a
system  of  accounting,  and  keep such books, records and accounts  (which
shall be true and complete in all  material respects) as may be required or
as may be necessary to permit the preparation  of  financial  statements in
accordance  with  GAAP (or generally accepted accounting principles  as  in
effect in Canada and the United Kingdom with respect to the U.K. Borrowers)
and in compliance with the regulations of any Governmental Authority having
jurisdiction over it or any of its properties.

     SECTION 7.5  PAYMENT  AND PERFORMANCE OF OBLIGATIONS.  Pay and perform
all Obligations under this Agreement  and  the other Loan Documents and pay
or perform (a) all taxes, assessments and other  governmental  charges that
may be levied or assessed upon it or any of its property, and (b) all other
indebtedness,  obligations  and  liabilities  in  accordance with customary
trade practices; PROVIDED, that ACC or such Subsidiary may contest any item
described in clauses (a) and (b) hereof in good faith  so  long as adequate
reserves are maintained with respect thereto in accordance with GAAP.

     SECTION 7.6  COMPLIANCE WITH LAWS AND APPROVALS.  Observe  and  remain
in  material compliance with all Applicable Laws and maintain in full force
and effect  all material Governmental Approvals, in each case applicable or
necessary to the conduct of its business.

     SECTION  7.7  ENVIRONMENTAL LAWS.  In addition to and without limiting
the generality  of  Section  7.6, (a) comply in all material respects with,
and use its best efforts to ensure  such  compliance  by all of its tenants
and subtenants, if any, with, all applicable Environmental  Laws and obtain
and comply with and maintain, and use its best efforts to ensure  that  all
of  its tenants and subtenants obtain and comply with and maintain, any and
all licenses,  approvals,  notifications, registrations or permits required
by  applicable  Environmental   Laws;   (b)   conduct   and   complete  all
investigations,  studies,  sampling and testing, and all remedial,  removal
and other actions required under Environmental Laws, and timely comply with
all lawful orders and directives  of  any  Governmental Authority regarding
Environmental Laws; and (c) defend, indemnify  and hold harmless the Agents
and  the  Lenders, and their respective parents, Subsidiaries,  Affiliates,
employees,  agents,  officers  and  directors, from and against any claims,
demands, penalties, fines, liabilities,  settlements,  damages,  costs  and
expenses  of  whatever  kind  or  nature  known  or  unknown, contingent or
otherwise,  arising  out  of, or in any way relating to the  violation  of,
noncompliance with or liability  under any Environmental Laws applicable to
the operations of ACC or such Subsidiary,  or  any  orders, requirements or
demands  of  Governmental Authorities related thereto,  including,  without
limitation, reasonable  attorney's and consultant's fees, investigation and
laboratory fees, response  costs,  court  costs  and  litigation  expenses,
except  to  the extent that any of the foregoing arise out of or relate  to
the  gross  negligence   or   willful   misconduct  of  the  party  seeking
indemnification therefor.

     SECTION  7.8   COMPLIANCE  WITH  ERISA.   If  applicable  thereto,  in
addition to and without limiting the generality of Section 7.6, make timely
payment of contributions required to meet the minimum funding standards set
forth in ERISA with respect to any Employee  Benefit  Plan;  not  take  any
action  or  fail to take action the result of which could be a liability to
the PBGC or to  a  Multiemployer  Plan;  not  participate in any prohibited
transaction that could result in any civil penalty under ERISA or tax under
the  Code;  furnish  to  the Administrative Agent upon  the  Administrative
Agent's request such additional information about any Employee Benefit Plan
as may be reasonably requested  by  the  Administrative  Agent; and operate
each  Employee Benefit Plan in such a manner that will not  incur  any  tax
liability under Section 4980B of the Code or any liability to any qualified
beneficiary as defined in Section 4980B of the Code.

     SECTION  7.9   COMPLIANCE  WITH  AGREEMENTS.   Comply  in all material
respects with each term, condition and provision of all leases,  agreements
and  other  instruments  entered  into  in  the  conduct  of  its  business
including, without limitation, any Material Contract; PROVIDED, that ACC or
such  Subsidiary  may contest any such lease, agreement or other instrument
in good faith so long  as  adequate  reserves  are maintained in accordance
with GAAP.

     SECTION  7.10   CONDUCT OF BUSINESS.  Engage  only  in  businesses  in
substantially the same  fields  as  the businesses conducted on the Closing
Date and, to the extent permitted by  Section  9.4(c), in lines of business
reasonably related thereto.

     SECTION  7.11   VISITS  AND  INSPECTIONS.   Upon   reasonable   notice
therefrom  and during normal business hours, permit representatives of  any
of the Agents,  from  time  to  time,  to visit and inspect its properties;
inspect,  audit  and  make  extracts from its  books,  records  and  files,
including, but not limited to,  management  letters prepared by independent
accountants; and discuss with its principal officers,  and  its independent
accountants,   its  business,  assets,  liabilities,  financial  condition,
results of operations and business prospects.

     SECTION 7.12   MATERIAL SUBSIDIARIES; ADDITIONAL COLLATERAL.  (a) Upon
the creation of any Material  Subsidiary permitted by this Agreement, cause
to be executed and delivered to  the  Administrative  Agent:  (i) a Joinder
Agreement  and  the  documents  referred  to  therein, (ii) the  supplement
substantially  in the form attached to the Security  Agreement,  (iii)  the
supplement substantially  in  the  form  attached  to the applicable Pledge
Agreement, or if the owner of such Subsidiary is not ACC or ACC National, a
pledge agreement substantially in the form of the Pledge Agreement executed
by such owner with such modifications thereto as requested  by the Required
Lenders,  (iv)  a  Mortgage and Landlord Consent with respect to  any  real
property owned or leased  by such Subsidiary if reasonably requested by the
Required Lenders, (v) if such  Material  Subsidiary  is  a  Subsidiary of a
Canadian Subsidiary, such joinder agreements as reasonably requested by the
Required  Lenders  in  order  that  such Subsidiary become a party  to  the
Canadian Note Documents, and if such Material Subsidiary is a Subsidiary of
ACC U.K. or a Canadian Subsidiary, supplements  to  the  Security Documents
executed  by  such Borrowers or additional documents substantially  in  the
form of such Security  Documents, in each case as requested by the Required
Lenders, (vi) such other  documents  reasonably  requested  by the Required
Lenders consistent with the terms of this Agreement which provide that such
Subsidiary shall become a Borrower bound by all of the terms, covenants and
agreements  contained  in  the Loan Documents and that the assets  of  such
Material Subsidiary shall become  Collateral  for the Obligations and (vii)
such  other  documents  as the Required Lenders shall  reasonably  request,
including without limitation, officers' certificates, financial statements,
opinions of counsel, board  resolutions, charter documents, certificates of
existence and authority to do  business  and any other closing certificates
and documents described in Section 4.2.

     (b)  Promptly upon receipt thereof, ACC  National shall deliver to the
Administrative  Agent  copies  of each Governmental  Approval  required  in
connection with the pledge by ACC  National  of  the  capital  stock of ACC
Mass. under the ACC National Pledge Agreement.

     (c)  ACC  shall,  and  cause  its  Material  Subsidiaries to, promptly
deliver  from  time  to  time  such additional Security  Documents  to  the
Administrative Agent upon the request  of the Required Lenders with respect
to any assets of any such Person not subject  to  an existing Lien in favor
of the Administrative Agent for the benefit of the Lenders.

     SECTION 7.13  HEDGING AGREEMENT.  (a) Not later  than thirty (30) days
after  the  date hereof, cause the Borrowers to execute Hedging  Agreements
with respect  to  interest  rate  exposure  under the Credit Agreement with
durations of at least two years and an aggregate  notional principal amount
thereunder equal to at least $10,000,000 at interest  rates  not  to exceed
two  percent (2%) over the then current three month LIBOR Rate at the  time
of execution  of  such  Hedging  Agreements  with respect to the applicable
Permitted   Currency  and  otherwise  in  form  and  substance   reasonably
satisfactory  to  the  Managing  Agents, (b) not later than one-hundred and
eighty  (180)  days  after  the  date  hereof  execute  additional  Hedging
Agreements  in the form described in clause  (a)  such  that  the  notional
principal amount  covered  by  all  such  Hedging  Agreements  equals fifty
percent  (50)  of  the  Aggregate Commitment and (c) maintain at all  times
Hedging Agreements with respect  to  currency  risk  in  form and substance
reasonably satisfactory to the Managing Agents.

     SECTION 7.14  FURTHER ASSURANCES.  Make, execute and  deliver all such
additional and further acts, things, deeds and instruments as  any Agent or
Lender  may  reasonably require to document and consummate the transactions
contemplated hereby and to vest completely in and insure each Agent and the
Lenders their  respective  rights  under  this  Agreement,  the  Notes, the
Letters of Credit and the other Loan Documents.


                           ARTICLE VIII

                        FINANCIAL COVENANTS

     Until  all of the Obligations have been finally and indefeasibly  paid
and satisfied  in  full  and the Commitments terminated, unless consent has
been obtained in the manner  set forth in Section 13.11 hereof, ACC and its
Subsidiaries on a Consolidated basis will not:

     SECTION 8.1  MAXIMUM LEVERAGE RATIO.  As of any date of determination,
permit the ratio (the "Leverage  Ratio")  of (a) Total Debt as of such date
to  (b), for any calculation period during calendar  year  1995,  Operating
Cash  flow  for  the  two  (2)  consecutive  fiscal  quarters  ending on or
immediately  prior  to  such  date  TIMES  two (2), and for any calculation
period  thereafter,  Operating  Cash  Flow  for  the  period  of  four  (4)
consecutive fiscal quarters ending on or immediately prior to such date, to
exceed the corresponding ratio set forth below:

                      PERIOD                    RATIO

          Closing Date through
            September 30, 1995               3.75 to 1.00
          October 1, 1995 through
            June 30, 1996                    3.50 to 1.00
          July 1, 1996 through
            December 31, 1996                2.75 to 1.00
          January 1, 1997 and
            thereafter                       2.00 to 1.00;

     SECTION 8.2  MINIMUM PRO FORMA DEBT SERVICE COVERAGE RATIO.  As of any
date of determination, permit the ratio of (a), for  any calculation period
during calendar year 1995, Operating Cash Flow for the  two (2) consecutive
fiscal quarters ending on or immediately prior to such date  TIMES two (2),
and  for  any  calculation period thereafter, Operating Cash Flow  for  the
period of four (4)  consecutive  fiscal  quarters  ending on or immediately
prior to such date, to (b) Pro Forma Debt Service on  such date, to be less
than the corresponding ratio set forth below:

                      PERIOD                    RATIO

          Closing Date through
            September 30, 1995               1.75 to 1.00
          October 1, 1995 through
            December 31, 1995                2.00 to 1.00
          January 1, 1996 and
            thereafter                       2.50 to 1.00

     SECTION  8.3   FIXED  CHARGE  COVERAGE  RATIO.   As  of  any  date  of
determination,  permit  the  ratio  of (a) (i), for any calculation  period
during calendar year 1995, Operating  Cash Flow for the two (2) consecutive
fiscal quarters ending on or immediately  prior to such date TIMES two (2),
and for any calculation period thereafter,   Operating  Cash  Flow  for the
period  of  four  (4)  consecutive fiscal quarters ending on or immediately
prior to such date to (b)  Fixed  Charges  for such period, to be less than
the corresponding ratio set forth below:

                      PERIOD                    RATIO

          Closing date through
            September 30, 1995                .30 to 1.0
          October 1, 1995 through
            June 29, 1996                     .70 to 1.0
          June 30, 1996 through
            September 29, 1996               1.00 to 1.0
          September 30, 1996 and
            thereafter                       1.15 to 1.0

     SECTION 8.4  MINIMUM NET WORTH.  Permit  Consolidated Net Worth at any
time  to  be  less  than (a) $21,500,000 PLUS (b) fifty  percent  (50%)  of
Consolidated Net Income  of ACC and its Subsidiaries (LESS total debits for
such  period with respect to  accrued  and  unpaid  (i)  interest  payments
recorded  by ACC for the Fleet Venture Notes and (ii) dividends recorded by
ACC for the  Preferred Stock, not to exceed $1,200,000 in the aggregate) as
of each fiscal  quarter  end  occurring after the Closing Date PLUS (c) one
hundred percent (100%) of the aggregate  Net  Cash Proceeds of any offering
of  capital stock of ACC or any of its Wholly-Owned  Subsidiaries  received
thereby  after the Closing Date.  For the purposes of this Section 8.4, the
minimum required  Consolidated  Net Worth (i) shall be adjusted in a manner
satisfactory to the Managing Agents  for  any  payment  required  under the
Contingent Interest Agreement and (ii) shall not be reduced if Consolidated
Net Income as of any fiscal quarter end is less than zero.


                            ARTICLE IX

                        NEGATIVE COVENANTS

     Until  all of the Obligations have been finally and indefeasibly  paid
and satisfied  in  full  and the Commitments terminated, unless consent has
been obtained in the manner set forth in Section 13.11 hereof, ACC will not
and will not permit any of its Subsidiaries to:

     SECTION 9.1  LIMITATIONS  ON DEBT.  Create, incur, assume or suffer to
exist any Debt except (a) the Obligations,  (b) Debt incurred in connection
with a Hedging Agreement with a counterparty  and upon terms and conditions
reasonably satisfactory to the Managing Agents,  (c) Subordinated Debt, the
Net Cash Proceeds of which are utilized to repay the  Obligations and, with
respect  to  any  such  Net  Cash  Proceeds received after June  30,  1997,
permanently reduce the Aggregate Commitment  by the amount of such Net Cash
Proceeds, (d) existing Debt set forth on SCHEDULE  5.1(T)  and  the renewal
and  refinancing  (but  not  the increase) thereof, (e) Debt consisting  of
Contingent Obligations permitted  by  Section  9.2, (f) Debt of ACC and its
Subsidiaries incurred in connection with Capitalized  Leases,  (g) purchase
money  Debt of ACC and its Subsidiaries and (h) unsecured Debt of  ACC  and
its Subsidiaries;  PROVIDED,  that  (i)  the  aggregate  amount of the Debt
permitted pursuant to clauses (f), (g) and (h) PLUS the aggregate amount of
Debt constituting Contingent Obligations permitted by Sections  9.2(c), (d)
and (e) shall not at any time exceed $10,000,000 and (ii) no Subsidiary  of
ACC  shall  be  a  party  to  any  agreement which shall restrict, limit or
otherwise  encumber  (by  covenant  or  otherwise)   the  ability  of  such
Subsidiary  to  make  any  payment  to  ACC,  in  the  form  of  dividends,
intercompany advances or otherwise.

     SECTION  9.2   LIMITATIONS ON CONTINGENT OBLIGATIONS.  Create,  incur,
assume or suffer to exist  any Contingent Obligations except (a) Contingent
Obligations in favor of the  Administrative  Agent  for  the benefit of the
Agents  and the Lenders, (b) Contingent Obligations in respect  of  Network
Agreements  and  Network  Facilities  incurred  in  the  ordinary course of
business,  (c) Contingent Obligations to secure payment or  performance  of
customer service contracts incurred in the ordinary course of business, (d)
Contingent Obligations  incurred  as  a general or joint venture partner in
connection with any investment in a partnership  or joint venture permitted
pursuant  to  Section 10.4 and (e) Contingent Obligations  not  covered  by
clauses (b), (c)  or  (d)  of  this  Section;  PROVIDED, that the aggregate
principal  amount  at  any time outstanding of all  Contingent  Obligations
permitted by Sections 9.2(c),  (d)  and  (e) PLUS the aggregate outstanding
principal amount of all Debt outstanding under  clauses (f), (g) and (h) of
Section 9.1 shall not exceed $10,000,000.

     SECTION 9.3  LIMITATIONS ON LIENS.  Create, incur, assume or suffer to
exist,  any  Lien  on or with respect to any of its  assets  or  properties
(including shares of capital stock), real or personal, whether now owned or
hereafter acquired, except:

     (a)  Liens for  taxes,  assessments  and other governmental charges or
levies (excluding any Lien imposed pursuant  to  any  of  the provisions of
ERISA or Environmental Laws) not yet due or as to which the period of grace
(not to exceed thirty (30) days), if any, related thereto has  not  expired
or  which  are being contested in good faith and by appropriate proceedings
if adequate reserves are maintained to the extent required by GAAP;

     (b)  the  claims  of  materialmen,  mechanics, carriers, warehousemen,
processors or landlords for labor, materials,  supplies or rentals incurred
in the ordinary course of business, (i) which are  not overdue for a period
of  more than thirty (30) days or (ii) which are being  contested  in  good
faith and by appropriate proceedings;

     (c)  Liens  consisting  of  deposits  or  pledges made in the ordinary
course of business in connection with, or to secure payment of, obligations
under workers' compensation, unemployment insurance  or similar legislation
or obligations (not to exceed $2,000,000) under customer service contracts;

     (d)  Liens   constituting  encumbrances  in  the  nature   of   zoning
restrictions, easements  and rights or restrictions of record on the use of
real property, which in the  aggregate  are  not  substantial in amount and
which  do  not,  in any case, materially detract from  the  value  of  such
property or impair the use thereof in the ordinary conduct of business;

     (e)  Liens of  the  Administrative Agent for the benefit of the Agents
and the Lenders;

     (f)  Existing liens described on SCHEDULE 9.3;

     (g)  Liens securing Debt permitted under Section 9.1(f); and

     (h)  Liens securing Debt permitted under Section 9.1(g); PROVIDED that
(i)  such  Liens shall be created  substantially  simultaneously  with  the
acquisition  of  the  related  Capital Asset, (ii) such Liens do not at any
time encumber any property other  than  the  property financed by such Debt
and (iii) the principal amount of Debt secured by any such Lien shall at no
time exceed 100% of the original purchase price  of  such  property  at the
time it was acquired.

     SECTION   9.4    LIMITATIONS   ON  LOANS,  ADVANCES,  INVESTMENTS  AND
ACQUISITIONS.  Purchase, own, invest  in  or otherwise acquire, directly or
indirectly,  any  capital  stock, interests in  any  partnership  or  joint
venture, evidence of Debt or  other  obligation  or security, substantially
all or a material portion of the business or assets  of any other Person or
any other investment or interest whatsoever in any other Person; or make or
permit to exist, directly or indirectly, any loans, advances  or extensions
of credit to, or any investment in cash or by delivery of property  in, any
Person; or enter into, directly or indirectly, any commitment or option  in
respect of the foregoing except:

     (a)  (i) loans or advances by any Subsidiary to a Borrower, (ii) loans
from  ACC  Corp.  to  the  Canadian  Subsidiaries in an aggregate principal
amount not to exceed $29,000,000 pursuant  to  the  Canadian Note Documents
and  secured  by  the Canadian Subsidiary Security Documents,  each  as  in
effect on the Closing  Date  (or as amended or modified pursuant to Section
7.12 or with the prior written  consent of the Required Lenders); PROVIDED,
that the amount of such loans funded with proceeds of Loans hereunder shall
not at any time exceed $10,000,000 in aggregate principal amount, and (iii)
the other existing loans, advances  and  investments  described on SCHEDULE
9.4;

     (b)  investments by any Domestic Borrower or Subsidiary thereof in (i)
marketable direct obligations issued or unconditionally  guaranteed  by the
United States of America or any agency thereof maturing within one (1) year
from  the  date  of  acquisition thereof, (ii) commercial paper maturing no
more than 120 days from  the  date of creation thereof and currently having
the highest rating obtainable from  either Standard & Poor's Corporation or
Moody's Investors Service, Inc., (iii)  certificates of deposit maturing no
more than 120 days from the date of creation  thereof  issued by commercial
banks  incorporated  under the laws of the United States of  America,  each
having combined capital,  surplus  and  undivided  profits of not less than
$500,000,000  and  having  a  rating  of  "A"  or  better by  a  nationally
recognized rating agency; PROVIDED, that the aggregate  amount  invested in
such  certificates  of deposit shall not at any time exceed $5,000,000  for
any one such certificate  of deposit and $10,000,000 for any one such bank,
or (iv) time deposits maturing  no  more  than  30  days  from  the date of
creation thereof with commercial banks or savings banks or savings and loan
associations each having membership either in the Federal Deposit Insurance
Corporation ("FDIC") or the deposits of which are insured by the  FDIC  and
in  amounts  not exceeding the maximum amounts of insurance thereunder, and
investments by  any  Canadian  Subsidiary  or by ACC U.K. or any Subsidiary
thereof  in  any corresponding government securities  or  cash  equivalents
reasonably satisfactory to the Required Lenders;

     (c)  investments  by ACC or any Subsidiary in the form of acquisitions
of all or substantially  all of the business or a line of business (whether
by the acquisition of capital  stock, assets or any combination thereof) of
any other Person if a description  of  the  acquisition  and  the governing
documentation  shall  have been delivered to the Managing Agents  at  least
fifteen (15) Business Days prior to the consummation of the acquisition and
the Required Lenders shall  have consented in writing thereto prior to such
consummation;

     (d)  investments by ACC or any Subsidiary thereof in joint venture and
other partnership interests in an aggregate amount not to exceed $1,000,000
during  the  term  of this Agreement,  unless  the  Required  Lenders  have
consented in writing  to  any  such  investment  prior  to the consummation
thereof; and

     (e)  loans to employees in the ordinary course of business  for travel
and  other  advanced  expenses  not  to exceed $20,000 with respect to  any
individual employee or $200,000 in the aggregate.

     SECTION  9.5   LIMITATIONS  ON  MERGERS   AND   LIQUIDATION.    Merge,
consolidate or enter into any similar combination with any other Person  or
liquidate,  wind-up  or  dissolve  itself  (or  suffer  any  liquidation or
dissolution) except (a) any Wholly-Owned Subsidiary of ACC which  is  not a
Material  Subsidiary  may  be  liquidated,  wound-up  or dissolved, (b) any
Wholly-Owned Subsidiary of ACC may merge with ACC or any other Wholly-Owned
Subsidiary of ACC and (c) any Wholly-Owned Subsidiary may  merge  into  the
Person  such  Wholly-Owned  Subsidiary  was formed to acquire in connection
with an acquisition permitted by Section 9.4(c).

     SECTION  9.6  LIMITATIONS ON SALE OF  ASSETS.   Convey,  sell,  lease,
assign, transfer  or  otherwise dispose of any of its property, business or
assets (including, without  limitation,  the  sale  of  any receivables and
leasehold interests and any sale-leaseback or similar transaction), whether
now owned or hereafter acquired except:

     (a)  the sale of inventory in the ordinary course of business;

     (b)   the  sale  of  obsolete assets no longer used or usable  in  the
business of ACC or any of its Subsidiaries;

     (c)  the sale or discount  without  recourse  of  accounts  receivable
arising  in  the  ordinary  course  of  business  in  connection  with  the
compromise or collection thereof;

     (d)  the  transfer  by  any  Subsidiary  of  any  of its property to a
Wholly-Owned Subsidiary, ACC or the Borrower;

     (e)   the disposition by ACC of a percentage of its  equity  ownership
interest in  ACC U.K. not to exceed 20% of such interest in connection with
any joint venture investments permitted hereunder; and

     (f)  the disposition by ACC of its entire equity ownership interest in
ACC LEC as long as ACC demonstrates to the satisfaction of the Lenders that
the purchase price therefor exceeds the cash value of the assets of ACC LEC
and $1,500,000  of  such  purchase  price  is  paid  in cash in immediately
available funds on the closing date of such sale.

     SECTION 9.7  LIMITATIONS ON DIVIDENDS AND DISTRIBUTIONS.   Declare  or
pay  any  dividends upon any of its capital stock; purchase, redeem, retire
or otherwise  acquire,  directly  or  indirectly, any shares of its capital
stock,  or make any distribution of cash,  property  or  assets  among  the
holders of  shares of its capital stock; or make any material change in its
capital structure  that  could  reasonably  be  expected to have a Material
Adverse Effect; PROVIDED that (a) any Borrower may  pay dividends in shares
of  its  own  capital  stock,  (b)  any  Subsidiary of a Borrower  may  pay
dividends or make other distributions in respect  of  its  capital stock to
such  Borrower, (c) any Subsidiary of a Borrower may make payments  on  any
Debt or  other  obligation  owed  to  such  Borrower  which  Debt  or other
obligation   and  such  payment  are  permitted  hereunder  and  any  other
applicable Loan  Document and (d) as long as no Default or Event of Default
has occurred and is  continuing  or  would  be created thereby, ACC may pay
cash dividends on the Preferred Stock in accordance  with the terms thereof
on the Closing Date.

     SECTION 9.8  LIMITATIONS ON EXCHANGE AND ISSUANCE  OF  CAPITAL  STOCK.
Issue,  sell  or  otherwise dispose of any class or series of capital stock
that, by its terms  or  by  the  terms  of  any  security  into which it is
convertible  or  exchangeable,  is,  or upon the happening of an  event  or
passage of time would be, (a) convertible  or exchangeable into Debt or (b)
required to be redeemed or repurchased, including  at  the  option  of  the
holder,  in  whole or in part, or has, or upon the happening of an event or
passage of time  would  have,  a  redemption or similar payment due, in any
such case prior to ninety (90) days after the Termination Date.

     SECTION 9.9  TRANSACTIONS WITH  AFFILIATES.   Directly  or indirectly:
(a)  make any loan or advance to, or purchase or assume any note  or  other
obligation  to  or  from,  any  of its officers, directors, shareholders or
other Affiliates, or to or from any  member  of the immediate family of any
of   its  officers,  directors,  shareholders  or  other   Affiliates,   or
subcontract  any operations to any of its Affiliates, or (b) enter into, or
be a party to,  any transaction with any of its Affiliates, except pursuant
to the reasonable requirements of its business and upon fair and reasonable
terms that are fully  disclosed  to  the  Required  Lenders and are no less
favorable to it than would obtain in a comparable arm's  length transaction
with a Person not its Affiliate.

     SECTION 9.10  CERTAIN ACCOUNTING CHANGES.  Change its Fiscal Year end,
or  make  any  material  change  in its accounting treatment and  reporting
practices except as required by GAAP.

     SECTION 9.11  AMENDMENTS; PAYMENTS  AND  PREPAYMENTS  OF  SUBORDINATED
DEBT.  Amend or modify (or permit the modification or amendment  of) any of
the  terms  or  provisions  of any Subordinated Debt; or cancel or forgive,
make any voluntary or optional  payment  or  prepayment  on,  or  redeem or
acquire  for value (including without limitation by way of depositing  with
any trustee  with  respect  thereto  money or securities before due for the
purpose of paying when due) any Subordinated Debt.

     SECTION 9.12  LICENSES.  Terminate  any  Communications  License,  PUC
Authorization  or  other  Governmental  Approval  or  any Material Contract
without  the  prior  written  consent  of the Required Lenders  if  in  the
reasonable opinion of the Required Lenders  such  termination  would have a
Material Adverse Effect.

     SECTION  9.13   RESTRICTIVE  AGREEMENTS.  Enter  into  any  Debt which
contains  any  negative  pledge on assets or any covenants materially  more
restrictive than the provisions of Articles VIII, IX and X hereof, or which
restricts, limits or otherwise  encumbers  its ability to incur Liens on or
with respect to any of its assets or properties  other  than  the assets or
properties securing such Debt.


                             ARTICLE X

                      UNCONDITIONAL GUARANTY

     SECTION   10.1    GUARANTY   OF  OBLIGATIONS.   The  Guarantor  hereby
unconditionally  guarantees to the Administrative  Agent  for  the  ratable
benefit of the Agents  and  the  Lenders,  and their respective successors,
endorsees, transferees and assigns, the prompt  payment  and performance of
all  Obligations  of  the  Borrowers (other than ACC), whether  primary  or
secondary  (whether  by  way of  endorsement  or  otherwise),  whether  now
existing or hereafter arising,  whether or not from time to time reduced or
extinguished  (except  by  payment  thereof)   or  hereafter  increased  or
incurred, whether or not recovery may be or hereafter  become barred by the
statute of limitations, whether enforceable or unenforceable as against any
such Borrower, whether or not discharged, stayed or otherwise  affected  by
any  bankruptcy,  insolvency  or  other  similar law or proceeding, whether
created directly with any Agent or Lender  or  acquired  by  any  Agent  or
Lender  through  assignment,  endorsement  or otherwise, whether matured or
unmatured, whether joint or several, as and  when  the  same become due and
payable  (whether  at  maturity  or  earlier,  by  reason  of acceleration,
mandatory repayment or otherwise), in accordance with the terms of any such
instruments  evidencing  any  such  obligations,  including  all  renewals,
extensions  or modifications thereof (all Obligations of each such Borrower
to any Agent  or  Lender, including all of the foregoing, being hereinafter
collectively referred to as the "Guaranteed Obligations").

     SECTION 10.2   NATURE  OF  GUARANTY.   The  Guarantor agrees that this
Guaranty is a continuing, unconditional guaranty of payment and performance
and not of collection, and that its obligations under  this  Guaranty shall
be primary, absolute and unconditional, irrespective of, and unaffected  by
(a)  the  genuineness,  validity,  regularity, enforceability or any future
amendment of, or change in, this Agreement  or  any  other Loan Document or
any other agreement, document or instrument to which any  such  Borrower is
or  may  become  a  party,  (b)  the  absence of any action to enforce this
Guaranty,  this  Agreement or any other Loan  Document  or  the  waiver  or
consent by the Administrative  Agent  or  any Lender with respect to any of
the provisions of this Guaranty, this Agreement or any other Loan Document,
(c) the existence, value or condition of, or  failure  to  perfect its Lien
against,  any security for or other guaranty of the Guaranteed  Obligations
or any action, or the absence of any action, by the Administrative Agent or
any Lender  in  respect  of  such  security or guaranty (including, without
limitation, the release of any such  security or guaranty) or (d) any other
action  or  circumstances  which  might otherwise  constitute  a  legal  or
equitable discharge or defense of a surety or guarantor; it being agreed by
the  Guarantor  that its obligations  under  this  Guaranty  shall  not  be
discharged until  the  final  and  indefeasible payment and performance, in
full, of the Guaranteed Obligations and the termination of the Commitments.
The Guarantor expressly waives all rights  it may now or in the future have
under  any  statute (including without limitation  North  Carolina  General
Statutes Section  26-7, ET SEQ. or similar law), or at law or in equity, or
otherwise, to compel  the  Administrative Agent or any Lender to proceed in
respect of the Guaranteed Obligations  against  any  such  Borrower  or any
other  party  or  against any security for or other guaranty of the payment
and performance of the Guaranteed Obligations before proceeding against, or
as a condition to proceeding against, the Guarantor.  The Guarantor further
expressly waives and  agrees not to assert or take advantage of any defense
based upon the failure  of  the  Administrative  Agent  or  any  Lender  to
commence  an  action  in  respect of the Guaranteed Obligations against any
such Borrower, the Guarantor  or  any  other  party or any security for the
payment  and  performance  of  the Guaranteed Obligations.   The  Guarantor
agrees that any notice or directive given at any time to the Administrative
Agent or any Lender which is inconsistent with the waivers in the preceding
two  sentences  shall  be  null  and   void  and  may  be  ignored  by  the
Administrative Agent or Lender, and, in  addition,  may  not  be pleaded or
introduced as evidence in any litigation relating to this Guaranty  for the
reason  that  such  pleading  or introduction would be at variance with the
written terms of this Guaranty,  unless  the  Administrative  Agent and the
Required  Lenders  have  specifically  agreed  otherwise  in writing.   The
foregoing waivers are of the essence of the transaction contemplated by the
Loan Documents and, but for this Guaranty and such waivers,  the Agents and
Lenders would decline to enter into this Agreement.

     SECTION 10.3  DEMAND BY THE ADMINISTRATIVE AGENT.  In addition  to the
terms  set  forth in Section 10.2, and in no manner imposing any limitation
on such terms,  if  all  or  any portion of the then outstanding Guaranteed
Obligations under this Agreement  are  declared  to  be immediately due and
payable, then the Guarantor shall, upon demand in writing  therefor  by the
Administrative  Agent  to  the  Guarantor,  pay  all or such portion of the
outstanding Guaranteed Obligations then declared due  and payable.  Payment
by the Guarantor shall be made to the Administrative Agent,  to be credited
and applied upon the Guaranteed Obligations, in immediately available funds
in the Permitted Currency in which the relevant Guaranteed Obligations  are
denominated  to an account designated by the Administrative Agent or at the
Administrative Agent's office or at any other address that may be specified
in writing from time to time by the Administrative Agent.

     SECTION 10.4   WAIVERS.   In  addition  to  the  waivers  contained in
Section  10.2,  the Guarantor waives, and agrees that it shall not  at  any
time insist upon, plead or in any manner whatever claim or take the benefit
or advantage of,  any appraisal, valuation, stay, extension, marshalling of
assets or redemption  laws,  or  exemption,  whether  now  or  at  any time
hereafter  in  force,  which  may  delay,  prevent  or otherwise affect the
performance by the Guarantor of its obligations under,  or  the enforcement
by  the  Administrative  Agent  or  the  Lenders  of,  this Guaranty.   The
Guarantor further hereby waives diligence, presentment, demand, protest and
notice  of  whatever kind or nature with respect to any of  the  Guaranteed
Obligations and  waives  the  benefit of all provisions of law which are or
might  be  in conflict with the terms  of  this  Guaranty.   The  Guarantor
represents,  warrants  and  agrees that its obligations under this Guaranty
are not and shall not be subject  to any counterclaims, offsets or defenses
of any kind against the Administrative  Agent,  the  Lenders  or  any  such
Borrower whether now existing or which may arise in the future.

     SECTION   10.5    MODIFICATION   OF   LOAN   DOCUMENTS  ETC.   If  the
Administrative Agent or the Lenders shall at any time or from time to time,
with or without the consent of, or notice to, the Guarantor  (a)  change or
extend the manner, place or terms of payment of, or renew or alter  all  or
any portion of, the Guaranteed Obligations, (b) take any action under or in
respect  of  the  Loan  Documents  in  the exercise of any remedy, power or
privilege  contained therein or available  to  it  at  law,  in  equity  or
otherwise, or waive or refrain from exercising any such remedies, powers or
privileges,  (c)  amend  or  modify,  in  any  manner  whatsoever, the Loan
Documents, (d) extend or waive the time for performance  by  the Guarantor,
any  such  Borrower or any other Person of, or compliance with,  any  term,
covenant or  agreement on its part to be performed or observed under a Loan
Document  (other   than  this  Guaranty),  or  waive  such  performance  or
compliance or consent  to a failure of, or departure from, such performance
or compliance, (e) take  and hold security or collateral for the payment of
the Guaranteed Obligations  or  sell,  exchange,  release,  dispose  of, or
otherwise  deal  with,  any  property pledged, mortgaged or conveyed, or in
which the Administrative Agent  or the Lenders have been granted a Lien, to
secure any Debt of the Guarantor  or  any such Borrower to any Agent or the
Lenders, (f) release anyone who may be liable in any manner for the payment
of any amounts owed by the Guarantor or  any  such Borrower to any Agent or
Lender,  (g)  modify  or  terminate  the  terms  of  any  intercreditor  or
subordination agreement pursuant to which claims of other  creditors of the
Guarantor or any such Borrower are subordinated to the claims  of any Agent
or Lender or (h) apply any sums by whomever paid or however realized to any
amounts owing by the Guarantor or any such Borrower to any Agent  or Lender
on account of the Obligations in such manner as the Administrative Agent or
any  Lender shall determine in its reasonable discretion; then neither  the
Administrative  Agent  nor  any  Lender  shall  incur  any liability to the
Guarantor as a result thereof, and no such action shall  impair  or release
the obligations of the Guarantor under this Guaranty.

     SECTION  10.6   REINSTATEMENT.   The  Guarantor  agrees  that,  if any
payment  made  by  any  such  Borrower  or  any other Person applied to the
Obligations  is  at any time annulled, set aside,  rescinded,  invalidated,
declared to be fraudulent  or  preferential  or  otherwise  required  to be
refunded  or  repaid,  or  the  proceeds  of  Collateral are required to be
returned by any Agent or Lender to any such Borrower,  its estate, trustee,
receiver or any other party, including, without limitation,  the Guarantor,
under  any Applicable Law or equitable cause, then, to the extent  of  such
payment  or repayment, the Guarantor's liability hereunder (and any Lien or
Collateral  securing  such liability) shall be and remain in full force and
effect, as fully as if  such  payment  had  never  been made, and, if prior
thereto, this Guaranty shall have been canceled or surrendered  (and if any
Lien or Collateral securing the Guarantor's liability hereunder shall  have
been  released  or terminated by virtue of such cancellation or surrender),
this Guaranty (and  such  Lien  or  Collateral) shall be reinstated in full
force  and  effect,  and such prior cancellation  or  surrender  shall  not
diminish, release, discharge, impair or otherwise affect the obligations of
the Guarantor in respect  of  the  amount  of  such payment (or any Lien or
Collateral securing such obligation).

     SECTION 10.7  NO SUBROGATION.  Until all amounts  owing  to the Agents
and  Lenders  on  account  of  the  Obligations  are  paid in full and  the
Commitments are terminated, the Guarantor hereby waives any claims or other
rights which it may now or hereafter acquire against any such Borrower that
arise  from  the  existence  or performance of the Guarantor's  obligations
under  this  Guaranty,  including,   without   limitation,   any  right  of
subrogation,  reimbursement,  exoneration,  indemnification, any  right  to
participate  in  any  claim or remedy of the Administrative  Agent  or  the
Lenders  against  any  such   Borrower   or   any   Collateral   which  the
Administrative  Agent  or  the  Lenders  now have or may hereafter acquire,
whether  or  not such claim, remedy or right  arises  in  equity  or  under
contract,  statute  or  common  law,  by  any  payment  made  hereunder  or
otherwise, including  without limitation, the right to take or receive from
any such Borrower, directly  or indirectly, in cash or other property or by
set-off or in any other manner,  payment  or  security  on  account of such
claim  or  other  rights.  If any amount shall be paid to the Guarantor  on
account of such rights  at  any  time when all of the Obligations shall not
have been paid in full, such amount shall be held by the Guarantor in trust
for the Administrative Agent, segregated from other funds of the Guarantor,
and shall, forthwith upon receipt  by  the Guarantor, be turned over to the
Administrative  Agent in the exact form received  by  the  Guarantor  (duly
indorsed by the Guarantor  to  the Administrative Agent, if required) to be
applied against the Obligations,  whether  matured  or  unmatured,  in such
order as set forth herein.


                            ARTICLE XI

                       DEFAULT AND REMEDIES

     SECTION  11.1   EVENTS  OF  DEFAULT.   Each  of  the  following  shall
constitute  an  Event  of  Default,  whatever the reason for such event and
whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment or order of any court or any order, rule or
regulation of any Governmental Authority or otherwise:

     (a)  DEFAULT IN PAYMENT OF PRINCIPAL  OF  LOANS.   Any  Borrower shall
default  in  any payment of principal of any Loan or Note when and  as  due
(whether at maturity, by reason of acceleration or otherwise).

     (b)  OTHER PAYMENT DEFAULT.  Any Borrower shall default in the payment
when  and as due  (whether  at  maturity,  by  reason  of  acceleration  or
otherwise)  of  interest  on  any  Loan or Note or the payment of any other
Obligation,  and  such  default  shall continue  unremedied  for  five  (5)
Business Days.

     (c)  MISREPRESENTATION.  Any representation or warranty made or deemed
to be made by any Borrower or any of its Subsidiaries under this Agreement,
any Loan Document or any amendment  hereto  or  thereto,  shall at any time
prove  to  have been incorrect or misleading in any material  respect  when
made or deemed made.

     (d)  DEFAULT  IN PERFORMANCE OF CERTAIN COVENANTS.  Any Borrower shall
default in the performance  or  observance  of  any  covenant  or agreement
contained  in  Sections  6.5(e)  or  7.12  or  Articles  VIII or IX of this
Agreement.

     (e)  DEFAULT  IN  PERFORMANCE OF OTHER COVENANTS AND CONDITIONS.   Any
Borrower  or  Subsidiary  thereof  shall  default  in  the  performance  or
observance of any term, covenant,  condition or agreement contained in this
Agreement  (other  than as specifically  provided  for  otherwise  in  this
Section 11.1) or any  other  Loan  Document and such default shall continue
for a period of thirty (30) days after  written  notice  thereof  has  been
given to such Borrower by the Administrative Agent.

     (f)  HEDGING  AGREEMENT.   Any  termination  payment shall be due by a
Borrower under any Hedging Agreement and such amount is not paid within ten
(10) Business Days of the due date thereof.

     (g)  DEBT  CROSS-DEFAULT.   ACC or any of its Subsidiaries  shall  (i)
default in the payment of any Debt  (other  than  the  Notes) the aggregate
outstanding  amount  of which is in excess of $250,000 (or  the  equivalent
thereof in any foreign  currency)  beyond  the  period  of  grace  if  any,
provided  in the instrument or agreement under which such Debt was created;
or (ii) default  in the observance or performance of any other agreement or
condition relating  to  any  Debt  (other  than  the  Notes)  the aggregate
outstanding  amount  of  which  is in excess of $250,000 (or the equivalent
thereof  in  any  foreign currency)  or  contained  in  any  instrument  or
agreement evidencing, securing or relating thereto or any other event shall
occur or condition  exist,  the  effect  of which default or other event or
condition is to cause, or to permit the holder  or holders of such Debt (or
a trustee or agent on behalf of such holder or holders)  to cause, with the
giving  of  notice if required, any such Debt to become due  prior  to  its
stated maturity (any applicable grace period having expired).

     (h)  OTHER  CROSS-DEFAULTS.   ACC  or  any  of  its Subsidiaries shall
default in the payment when due, or in the performance  or  observance,  of
any  obligation  or  condition of any Material Contract the breach of which
could reasonably be expected  to have a Material Adverse Effect unless, but
only as long as, the existence  of  any  such default is being contested by
ACC  or  such  Subsidiary  in  good  faith by appropriate  proceedings  and
adequate reserves in respect thereof have  been established on the books of
ACC or such Subsidiary to the extent required by GAAP.

     (i)  CHANGE IN CONTROL.  Any person or  group  of  persons (within the
meaning  of  Section  13(d)  of  the  Securities Exchange Act of  1934,  as
amended) other than current management  thereof,  shall obtain ownership or
control in one or more series of transactions of more  than  twenty percent
(20%) of the common stock and twenty percent (20%) of the voting  power  of
ACC  entitled  to vote in the election of members of the board of directors
of ACC or there shall have occurred under any indenture or other instrument
evidencing any Debt in excess of $250,000 (or the equivalent thereof in any
foreign currency)  any "change in control" (as defined in such indenture or
other evidence of Debt)  obligating  ACC to repurchase, redeem or repay all
or any part of the Debt or capital stock  provided  for  therein  (any such
event, a "Change in Control").

     (j)  VOLUNTARY  BANKRUPTCY  PROCEEDING.   Any  Borrower  or Subsidiary
thereof  shall  (i)  commence a voluntary case under the federal bankruptcy
laws (as now or hereafter  in effect); (ii) file a petition seeking to take
advantage of any other laws,  domestic  or foreign, relating to bankruptcy,
insolvency, reorganization, winding up or  composition  for  adjustment  of
debts;  (iii)  consent  to or fail to contest within sixty (60) days of the
filing thereof any petition  filed  against it in an involuntary case under
such bankruptcy laws or other laws; (iv)  apply  for or consent to, or fail
to contest in a timely and appropriate manner, the  appointment  of, or the
taking  of possession by, a receiver, custodian, trustee, or liquidator  of
itself or  of  a substantial part of its property, domestic or foreign; (v)
admit in writing  its  inability  to pay its debts as they become due; (vi)
make a general assignment for the benefit  of  creditors; or (vii) take any
corporate action for the purpose of authorizing any of the foregoing.

     (k)  INVOLUNTARY BANKRUPTCY PROCEEDING.  A  case  or  other proceeding
shall be commenced against any Borrower or Subsidiary thereof  in any court
of  competent  jurisdiction seeking (i) relief under the federal bankruptcy
laws (as now or  hereafter  in effect) or under any other laws, domestic or
foreign, relating to bankruptcy,  insolvency, reorganization, winding up or
adjustment  of  debts;  or (ii) the appointment  of  a  trustee,  receiver,
custodian, liquidator or the like for any Borrower or Subsidiary thereof or
for all or any substantial  part  of  their  respective assets, domestic or
foreign, and such case or proceeding shall continue undismissed or unstayed
for a period of sixty (60) consecutive calendar  days, or an order granting
the relief requested in such case or proceeding (including, but not limited
to,  an  order  for  relief under such federal bankruptcy  laws)  shall  be
entered.

     (l)  FAILURE OF AGREEMENTS.   Any material provision of this Agreement
or of any other Loan Document shall  for  any  reason cease to be valid and
binding on any Borrower or Subsidiary thereof or  any  such Person shall so
state  in writing, or this Agreement or any other Loan Document  shall  for
any reason cease to create a valid and perfected first priority Lien on, or
security  interest  in,  any  of  the  Collateral  purported  to be covered
thereby,  in  each  case  other  than in accordance with the express  terms
hereof or thereof.
     
     (m)  TERMINATION  EVENT.  The  occurrence  of  any  of  the  following
events:  (i) ACC or any ERISA Affiliate fails to make full payment when due
of all amounts which, under  the  provisions of any Pension Plan or Section
412  of  the  Code,  ACC  or any ERISA Affiliate  is  required  to  pay  as
contributions thereto; (ii)  an accumulated funding deficiency in excess of
$250,000 occurs or exists, whether  or  not  waived,  with  respect  to any
Pension Plan; (iii) a Termination Event; or (iv) ACC or any ERISA Affiliate
as  employers  under  one  or  more  Multiemployer Plan makes a complete or
partial withdrawal from any such Multiemployer Plan and the plan sponsor of
such  Multiemployer  Plans notifies such  withdrawing  employer  that  such
employer has incurred  a  withdrawal  liability  requiring  payments  in an
amount exceeding $250,000.

     (n)  JUDGMENT.   A  judgment  or  order for the payment of money which
exceeds $250,000 in amount shall be entered  against  the ACC or any of its
Subsidiaries  by  any  court  and  such  judgment  or order shall  continue
undischarged or unstayed for a period of thirty (30) days.

     (o)  LOSS OF LICENSE.  Any Communications License or PUC Authorization
of ACC or any Subsidiary thereof shall expire, terminate,  be  canceled  or
otherwise  lost  or any application therefor be rejected, which event could
reasonably be expected to have a Material Adverse Effect.

     (p)  CONVERSION.  The  Fleet  Venture Notes shall not convert into the
Preferred Stock in accordance with the  terms  thereof  prior  to August 1,
1995.

     (q)  GOVERNMENTAL  APPROVALS.  Each Governmental Approval referred  to
in Section 7.12(b) shall  not  have  been  delivered  to the Administrative
Agent within one hundred and eighty (180) days of the date hereof.

     SECTION 11.2  REMEDIES.  Upon the occurrence of an  Event  of Default,
with the consent of the Required Lenders, the Administrative Agent  may, or
upon  the  request of the Required Lenders, the Administrative Agent shall,
by notice to the Borrowers:

     (a)  ACCELERATION;  TERMINATION  OF FACILITIES.  Declare the principal
of and interest on the Loans and  the Notes  at  the  time outstanding, and
all  other  amounts  owed  to  the  Lenders  and to the Agents  under  this
Agreement or any of the other Loan Documents and  all other Obligations, to
be forthwith due and payable, whereupon the same shall  immediately  become
due and payable without presentment, demand, protest or other notice of any
kind, all of which are expressly waived, anything in this Agreement or  the
other  Loan  Documents  to  the contrary notwithstanding, and terminate the
Credit Facility and any right  of  the  Borrower  to  request borrowings or
Letters  of  Credit  thereunder; PROVIDED, that upon the occurrence  of  an
Event of Default specified  in  Section 11.1(j) or (k), the Credit Facility
shall be automatically terminated  and  all Obligations shall automatically
become due and payable.

     (b)  RIGHTS OF COLLECTION.  Exercise  on  behalf of the Lenders all of
its  other  rights  and  remedies  under  this Agreement,  the  other  Loan
Documents and Applicable Law, in order to satisfy  all  of  the  Borrower's
Obligations.

     SECTION  11.3   RIGHTS AND REMEDIES CUMULATIVE; NON-WAIVER; ETC.   The
enumeration of the rights  and  remedies  of the Agents and the Lenders set
forth in this Agreement is not intended to  be  exhaustive and the exercise
by the Agents and the Lenders of any right or remedy shall not preclude the
exercise of any other rights or remedies, all of which shall be cumulative,
and shall be in addition to any other right or remedy  given  hereunder  or
under  the  Loan  Documents or that may now or hereafter exist in law or in
equity or by suit or  otherwise.  No delay or failure to take action on the
part of any Agent or Lender  in  exercising  any  right, power or privilege
shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or privilege preclude other  or  further  exercise
thereof or the exercise of any other right, power or privilege or shall  be
construed  to  be  a  waiver of any Event of Default.  No course of dealing
between the  Borrowers,  the  Agents  and  the  Lenders or their respective
agents or employees shall be effective to change,  modify  or discharge any
provision  of  this  Agreement  or  any of the other Loan Documents  or  to
constitute a waiver of any Event of Default.   In addition, any election of
remedies which results in the denial or impairment  of  the  right  of  the
Administrative  Agent  to  seek  a deficiency judgment against any Borrower
referred to in Section 10.1 shall  not impair the Guarantor's obligation to
pay the full amount of the Guaranteed Obligations.

     SECTION  11.4   CONSENTS.   The  Borrowers  acknowledge  that  certain
transactions contemplated by this Agreement  and  the  other Loan Documents
and certain actions which may be taken by the Agents or  the Lenders in the
exercise of their respective rights under this Agreement and the other Loan
Documents may require the consent of a Governmental Authority.   If counsel
to  any  Agent  reasonably  determines  that  the consent of a Governmental
Authority  is  required  in  connection  with the execution,  delivery  and
performance of any of the aforesaid documents or any documents delivered to
the Agents or the Lenders in connection therewith  or  as  a  result of any
action  which may be taken pursuant thereto, then the Borrowers,  at  their
sole cost  and  expense,  agree  to  use  their best efforts to secure such
consent and to cooperate with the Agents and  the  Lenders  in  any  action
commenced by any Agent or Lender to secure such consent.

     SECTION  11.5  JUDGMENT CURRENCY.  The obligation of the Borrowers  to
make payments of  the  principal of and interest on the Notes and any other
amounts payable hereunder in the currency specified for such payment herein
or in the Notes shall not  be discharged or satisfied by any tender, or any
recovery pursuant to any judgment,  which is expressed in or converted into
any other currency, except to the extent that such tender or recovery shall
result  in  the actual receipt by each  of  the  Administrative  Agent  and
Lenders of the  full  amount of the particular Permitted Currency expressed
to be payable herein or  in  the  Notes.   The  Administrative Agent shall,
using all amounts obtained or received from the Borrowers  pursuant  to any
such  tender  or  recovery  in  payment of principal of and interest on the
Notes, promptly purchase the applicable  Permitted  Currency  at  the  most
favorable  spot  exchange rate determined by the Administrative Agent to be
available to it.   The  obligation of the Borrowers to make payments in the
applicable Permitted Currency  shall  be  enforceable  as an alternative or
additional  cause  of  action solely for the purpose of recovering  in  the
applicable Permitted Currency  the  amount,  if  any,  by which such actual
receipt  shall  fall  short  of  the full amount of the Permitted  Currency
expressed to be payable herein or in the Notes.

     SECTION 11.6  ADJUSTMENTS.  If  any  Lender  (a  "Benefitted  Lender")
shall  at  any  time  receive  any  payment of all or part of its Loans, or
interest thereon, or if any Lender shall at any time receive any Collateral
in respect to its Loans (whether voluntarily  or  involuntarily, by set-off
or  otherwise)  in  a  greater  proportion  than any such  payment  to  and
Collateral received by any other Lender, if any,  in  respect of such other
Lender's Loans, or interest thereon, such Benefitted Lender  shall purchase
for  cash  from the other Lenders such portion of each such other  Lender's
Loans, or shall  provide  such  other Lenders with the benefits of any such
Collateral, or the proceeds thereof,  as  shall  be necessary to cause such
Benefitted  Lender  to  share  the  excess  payment  or  benefits  of  such
Collateral or proceeds ratably with each of the Lenders; PROVIDED,  that if
all  or  any  portion  of  such  excess  payment  or benefits is thereafter
recovered from such Benefitted Lender, such purchase  shall  be  rescinded,
and  the  purchase  price  and  benefits  returned  to  the  extent of such
recovery,  but without interest.  The Borrower agrees that each  Lender  so
purchasing a  portion  of another Lender's Loans may exercise all rights of
payment (including, without  limitation, rights of set-off) with respect to
such portion as fully as if such  Lender  were  the  direct  holder of such
portion.

                            ARTICLE XII

                            THE AGENTS

     SECTION  12.1   APPOINTMENT.   Each  of the Lenders hereby irrevocably
designates and appoints First Union as Administrative  Agent  and  Managing
Agent  of such Lender and Shawmut Bank Connecticut, N.A. as Managing  Agent
of such  Lender  under this Agreement and the other Loan Documents and each
such Lender irrevocably authorizes First Union as Administrative Agent, and
Shawmut Bank Connecticut,  N.A.  as  Managing Agent, respectively, for such
Lender, to take such action on its behalf  under  the  provisions  of  this
Agreement  and  the  other  Loan  Documents and to exercise such powers and
perform such duties as are expressly  delegated  to  each such Agent by the
terms of this Agreement and such other Loan Documents,  together  with such
other  powers  as  are reasonably incidental thereto.  Notwithstanding  any
provision to the contrary  elsewhere  in  this Agreement or such other Loan
Documents, none of the Agents shall have any  duties  or  responsibilities,
except  those  expressly  set  forth  herein and therein, or any  fiduciary
relationship  with  any  Lender,  and  no  implied   covenants,  functions,
responsibilities,  duties, obligations or liabilities shall  be  read  into
this Agreement or the  other Loan Documents or otherwise exist against such
Agent.  To the extent any provision of this Agreement permits action by any
Agent, such Agent shall,  subject to the provisions of Section 13.11 hereof
and of this Article XII, take  such  action if directed in writing to do so
by the Required Lenders.

     SECTION 12.2  DELEGATION OF DUTIES.   Each  of  the Agents may execute
any  of  its  respective  duties under this Agreement and  the  other  Loan
Documents by or through agents  or  attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters  pertaining to such duties.  No
Agent shall be responsible for the negligence  or  misconduct of any agents
or attorneys-in-fact selected by such Agent with reasonable care.

     SECTION 12.3  EXCULPATORY PROVISIONS.  Neither  any  Agent  nor any of
its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries
or Affiliates shall be (a) liable for any action lawfully taken or  omitted
to be taken by it or such Person under or in connection with this Agreement
or  the  other  Loan  Documents  (except for its or such Person's own gross
negligence or willful misconduct),  or (b) responsible in any manner to any
of the Lenders for any recitals, statements,  representations or warranties
made by the Borrowers or any of their Subsidiaries  or  any officer thereof
contained  in  this  Agreement  or  the  other  Loan  Documents or  in  any
certificate, report, statement or other document referred  to  or  provided
for  in,  or  received  by  such  Agent  under  or in connection with, this
Agreement  or  the  other  Loan  Documents  or  for  the  value,  validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement
or the other Loan Documents or for any failure of the  Borrowers  or any of
their Subsidiaries to perform its obligations hereunder or thereunder.   No
Agent  shall  be  under  any  obligation  to  any Lender to ascertain or to
inquire  as  to  the observance or performance of  any  of  the  agreements
contained  in,  or  conditions  of,  this  Agreement,  or  to  inspect  the
properties, books or records of the Borrowers or any of their Subsidiaries.

     SECTION 12.4  RELIANCE  BY  AGENTS.   Each  of  the  Agents  shall  be
entitled  to  rely, and shall be fully protected in relying, upon any note,
writing,  resolution,  notice,  consent,  certificate,  affidavit,  letter,
cablegram,  telegram, telecopy, telex or teletype message, statement, order
or other document  or conversation believed by it to be genuine and correct
and to have been signed,  sent  or made by the proper Person or Persons and
upon advice and statements of legal counsel (including, without limitation,
counsel  to  the  Borrowers), independent  accountants  and  other  experts
selected by any Agent.   Each of the Agents may deem and treat the payee of
any Note as the owner thereof  for all purposes unless such Note shall have
been transferred in accordance with  Section  13.10  hereof.   Each  of the
Agents  shall  be fully justified in failing or refusing to take any action
under this Agreement  and  the  other  Loan Documents unless it shall first
receive  such  advice  or concurrence of the  Required  Lenders  (or,  when
expressly required hereby  or  by the relevant other Loan Document, all the
Lenders) as it deems appropriate  or  it  shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or  continuing  to  take any such
action except for its own gross negligence or willful misconduct.   Each of
the  Agents  shall  in  all  cases  be  fully  protected  in  acting, or in
refraining  from  acting,  under this Agreement and the Notes in accordance
with a request of the Required Lenders (or, when expressly required hereby,
all the Lenders), and such request  and  any action taken or failure to act
pursuant  thereto shall be binding upon all  the  Lenders  and  all  future
holders of the Notes.

     SECTION  12.5   NOTICE OF DEFAULT.  None of the Agents shall be deemed
to have knowledge or notice  of  the  occurrence of any Default or Event of
Default hereunder unless it has received notice from a Lender or a Borrower
referring to this Agreement, describing  such  Default  or Event of Default
and stating that such notice is a "notice of default".  In  the  event that
any Agent receives such a notice, it shall promptly give notice thereof  to
the  Administrative  Agent  who  shall  promptly give notice thereof to the
Lenders.  The Administrative Agent shall  take  such action with respect to
such  Default or Event of Default as shall be reasonably  directed  by  the
Required  Lenders;  PROVIDED that unless and until the Administrative Agent
shall have received such  directions,  the  Administrative  Agent  may (but
shall  not  be obligated to) take such action, or refrain from taking  such
action, with  respect  to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

     SECTION 12.6  NON-RELIANCE  ON  SUCH  AGENTS  AND  OTHER LENDERS. Each
Lender  expressly  acknowledges that none of the Agents nor  any  of  their
respective  officers,   directors,  employees,  agents,  attorneys-in-fact,
Subsidiaries or Affiliates has made any representations or warranties to it
and that no act by any Agent hereinafter taken, including any review of the
affairs of the  Borrowers  or  any  of its Subsidiaries, shall be deemed to
constitute any representation or warranty  by  such  Agent  to  any Lender.
Each Lender represents to the Agents that it has, independently and without
reliance  upon  the Agents or any other Lender, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into  the business, operations, property, financial and other
condition and creditworthiness  of the Borrowers and their Subsidiaries and
made its own decision to make its Loans and issue or participate in Letters
of  Credit  hereunder and enter into  this  Agreement.   Each  Lender  also
represents that  it will, independently and without reliance upon any Agent
or any other Lender,  and  based  on  such  documents and information as it
shall  deem  appropriate  at the time, continue  to  make  its  own  credit
analysis, appraisals and decisions  in  taking  or  not taking action under
this Agreement and the other Loan Documents, and to make such investigation
as  it  deems  necessary  to inform itself as to the business,  operations,
property,  financial  and  other  condition  and  creditworthiness  of  the
Borrowers and their Subsidiaries.   Except  for  notices, reports and other
documents expressly required to be furnished to the  Lenders  by  any Agent
hereunder  or by the other Loan Documents, no Agent shall have any duty  or
responsibility  to  provide any Lender with any credit or other information
concerning  the  business,   operations,   property,  financial  and  other
condition or creditworthiness of the Borrowers or any of their Subsidiaries
which may come into the possession of such Agent  or  any of its respective
officers, directors, employees, agents, attorneys-in-fact,  Subsidiaries or
Affiliates.

     SECTION  12.7   INDEMNIFICATION.   The Lenders agree to indemnify  the
Administrative Agent and the Managing Agents  in  their  capacities as such
and (to the extent not reimbursed by the Borrowers and without limiting the
obligation of the Borrowers to do so), ratably according to  the respective
amounts  of  their  Commitment  Percentages, from and against any  and  all
liabilities, obligations, losses,  damages,  penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any  time following the payment
of the Notes) be imposed on, incurred by or asserted against any such Agent
in any way relating to or arising out of this Agreement  or  the other Loan
Documents,  or  any  documents  contemplated  by  or referred to herein  or
therein or the transactions contemplated hereby or  thereby  or  any action
taken  or  omitted  by  such  Agent under or in connection with any of  the
foregoing; PROVIDED that no Lender  shall  be liable for the payment of any
portion  of  such  liabilities,  obligations, losses,  damages,  penalties,
actions,  judgments,  suits, costs,  expenses  or  disbursements  resulting
solely from such Agent's bad faith, gross negligence or willful misconduct.
The agreements in this  Section 13.7 shall survive the payment of the Notes
and  all  other amounts payable  hereunder  and  the  termination  of  this
Agreement.

     SECTION  12.8   EACH  OF  THE  AGENTS IN ITS INDIVIDUAL CAPACITY. Each
Agent and its respective Subsidiaries  and  Affiliates  may  make loans to,
accept deposits from and generally engage in any kind of business with each
Borrower as though such Agent were not an Agent hereunder.  With respect to
any Loans made or renewed by it and any Note issued to it, each Agent shall
have  the  same  rights and powers under this Agreement and the other  Loan
Documents as any Lender  and may exercise the same as though it were not an
Agent,  and  the  terms  "Lender"   and   "Lenders"   shall   include   the
Administrative Agents and the Managing Agents in their individual capacity.

     SECTION  12.9  RESIGNATION OF AGENTS; SUCCESSOR AGENTS.  Each Managing
Agent may resign  as such Agent at any time by giving notice thereof to the
Lenders and the Borrowers.   If  both  Managing  Agents  have resigned, the
Administrative Agent shall serve as a Managing Agent hereunder.  Subject to
the  appointment  and  acceptance  of  a successor as provided  below,  the
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrowers.  Upon any such resignation, the Required Lenders
shall  have  the right to appoint a successor  Administrative  Agent  which
successor shall  have  minimum capital and surplus of at least $500,000,000
and be consented to by the  Borrowers,  such consent not to be unreasonably
withheld.   If  no  successor  Administrative  Agent  shall  have  been  so
appointed by the Required Lenders  and shall have accepted such appointment
within thirty (30) days after the retiring Administrative Agent's giving of
notice  of  resignation, then the retiring  Administrative  Agent  may,  on
behalf of the  Lenders,  appoint  a  successor  Administrative Agent, which
successor shall have minimum capital and surplus  of at least $500,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by
a successor Administrative Agent such successor Administrative  Agent shall
thereupon  succeed to and become vested with all rights, powers, privileges
and  duties  of   the  retiring  Administrative  Agent,  and  the  retiring
Administrative Agent  shall  be  discharged from its duties and obligations
hereunder.   After  any  retiring  Administrative  Agent's  resignation  or
removal hereunder as Administrative  Agent  the  provisions of this Section
12.9  shall continue in effect for its benefit in respect  of  any  actions
taken or  omitted  to  be taken by it while it was acting as Administrative
Agent.



                           ARTICLE XIII

                           MISCELLANEOUS

     SECTION 13.1  NOTICES.

     (a)  METHOD OF COMMUNICATION.   Except  as  otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing, or
by  telephone  subsequently  confirmed  in writing.  Any  notice  shall  be
effective if delivered by hand delivery or  sent  via  telecopy, recognized
overnight courier service or certified mail, return receipt  requested, and
shall  be  presumed  to  be received by a party hereto (i) on the  date  of
delivery if delivered by hand  or  sent  by  telecopy,  (ii)  on  the  next
Business  Day  if sent by recognized overnight courier service and (iii) on
the third Business  Day  following  the date sent by certified mail, return
receipt requested.  A telephonic notice  to any Agent as understood by such
Agent will be deemed to be the controlling  and  proper notice in the event
of a discrepancy with or failure to receive a confirming written notice.

     (b)  ADDRESSES FOR NOTICES.  Notices to any party  shall be sent to it
at the following addresses, or any other address as to which  all the other
parties are notified in writing.

     If to any Borrower:      ACC Corp.
                              400 West Avenue
                              Rochester, New York  14611
                              Attention:  Michael R. Daley,
                                          Executive Vice President
                                          and Chief Financial  Officer
                              Telephone No.:  (716) 987-3175
                              Telecopy No.:   (716) 987-3335

     With copies to:          Underberg & Kessler
                              1800 Chase Square
                              Rochester, New York  14604
                              Attention:  Stephen H. Waite, Esq.
                              Telephone No.:  (716) 258-2826
                              Telecopy No.:   (716) 258-2821

     If to First Union as     First Union National Bank of
     Administrative Agent     North Carolina
     or Managing Agent:       One First Union Center, TW-19
                              301 S. College Street
                              Charlotte, North Carolina  28288-0735
                              Attention:  John Butler
                              Telephone No.:  (704) 374-6471
                              Telecopy No.:   (704) 374-4092


     If to Shawmut Bank       Shawmut Bank Connecticut, N.A.
     Connecticut, N.A.        777 Main Street, MSN 397
     as Managing Agent:       Hartford, Connecticut 06115
                              Attention: Wendy Klepper
                              Telephone No.: (203) 986-1128
                              Telecopy No.:  (203) 986-5637

     If to any Lender:        The Address set forth on SCHEDULE 1.1
     
     (c)  ADMINISTRATIVE  AGENT'S OFFICE.  The Administrative Agent  hereby
designates its office located  at  the  address  set  forth  above,  or any
subsequent  office  which  shall  have  been  specified for such purpose by
written notice to the Borrowers and Lenders, as  the Administrative Agent's
Office referred to herein, to which payments due are  to  be  made  and  at
which Loans will be disbursed and Letters of Credit issued.

     SECTION  13.2   EXPENSES.   (a)  The Borrowers will pay all reasonable
out-of-pocket expenses of (i) the Managing  Agents  in  connection with the
preparation, execution and delivery of this Agreement and each of the other
Loan  Documents,  whenever  the  same  shall  be  executed  and  delivered,
including   all  out-of-pocket  syndication  and  due  diligence  expenses,
appraiser's fees,  search  fees,  title insurance premiums, recording fees,
taxes and reasonable fees and disbursements  of  counsel  for  the Managing
Agents;  (ii)  the  Managing  Agents  in  connection  with the preparation,
execution and delivery of any waiver, amendment or consent by the Agents or
the Lenders relating to this Agreement or any of the other  Loan  Documents
including  reasonable  fees  and  disbursements  of counsel for the Agents,
search  fees,  appraiser's  fees,  recording  fees  and  taxes  imposed  in
connection  therewith;  and  (iii) the Managing Agents in  connection  with
administering  and  enforcing their  respective  rights  under  the  Credit
Facility,  including  consulting   with  one  or  more  Persons,  including
appraisers, accountants, engineers and  attorneys, concerning or related to
the nature, scope or value of any right or  remedy  of  any Agent or any of
the  Lenders hereunder or under any of the other Loan Documents,  including
any review of factual matters in connection therewith, which expenses shall
include the reasonable fees and disbursements of such Persons.

     (b)  The Guarantor agrees that it will reimburse each Agent and Lender
for  all  expenses  (including  reasonable  attorneys  fees  and  expenses)
incurred by  each Agent or Lender in connection with the obligations of the
Guarantor under  the Guaranty and any other Loan Documents and all expenses
(including  reasonable   attorneys  fees  and  expenses)  incurred  by  the
Administrative Agent, any  Agent  or  any  Lender  in  connection  with the
enforcement of the Guaranty.

     SECTION  13.3   SET-OFF.   In  addition to any rights now or hereafter
granted under Applicable Law and not  by  way  of  limitation  of  any such
rights,  upon  and  after the occurrence of any Event of Default and during
the continuance thereof,  the  Lenders and any assignee or participant of a
Lender  in accordance with Section  13.10  are  hereby  authorized  by  the
Borrowers at any time or from time to time, without notice to the Borrowers
or to any  other  Person, any such notice being hereby expressly waived, to
set off and to appropriate  and  to  apply any and all deposits (general or
special,  time  or  demand, including, but  not  limited  to,  indebtedness
evidenced  by  certificates  of  deposit,  whether  matured  or  unmatured,
excluding government  securities  required  by Applicable Law to be held as
security  for  worker's  compensation and similar  claims)  and  any  other
indebtedness at any time held or owing by the Lenders, or any such assignee
or participant to or for the  credit  or  the account of a Borrower against
and on account of the Obligations of such Borrower  irrespective of whether
or not (a) the Lenders shall have made any demand under  this  Agreement or
any of the other Loan Documents or (b) the Administrative Agent  shall have
declared  any  or all of the Obligations to be due and payable as permitted
by Section 11.2  and  although  such  Obligations  shall  be  contingent or
unmatured.

     SECTION 13.4  GOVERNING LAW.  This Agreement, the Notes and  the other
Loan  Documents,  unless  otherwise  expressly set forth therein, shall  be
governed by, construed and enforced in   accordance  with  the  laws of the
State  of  North Carolina, without reference to the conflicts or choice  of
law principles thereof.

     SECTION   13.5    CONSENT   TO  JURISDICTION.   The  Borrowers  hereby
irrevocably consent 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 any dispute in connection  with  this
Agreement,  the  Notes  and   the  other  Loan  Documents,  any  rights  or
obligations hereunder or thereunder,  or the performance of such rights and
obligations.  The Borrowers hereby irrevocably  consent to the service of a
summons and complaint and other process in any action,  claim or proceeding
brought by any Agent or Lender 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, on behalf of
itself or its property, in the manner specified  in  Section 13.1.  Nothing
in this Section 13.5 shall affect the right of any Agent or Lender to serve
legal process in any other manner permitted by Applicable Law or affect the
right of any Agent or Lender to bring any action or proceeding  against any
Borrower or its properties in the courts of any other jurisdictions.

     SECTION  13.6   WAIVER  OF  JURY  TRIAL.  EACH AGENT, LENDER AND  EACH
BORROWER 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.

     SECTION 13.7  REVERSAL  OF PAYMENTS.  To the extent any Borrower makes
a payment or payments to the Administrative  Agent  or  other Agent for the
ratable benefit of the Lenders (or the other Agents) or the  Administrative
Agent  or  other  Agent  receives any payment or proceeds of the Collateral
which  payments  or  proceeds   or   any   part  thereof  are  subsequently
invalidated, declared to be fraudulent or preferential,  set  aside  and/or
required  to be repaid to a trustee, receiver or any other party under  any
bankruptcy  law, state or federal law, common law or equitable cause, then,
to the extent  of  such payment or proceeds repaid, the Obligations or part
thereof intended to  be  satisfied  shall  be revived and continued in full
force and effect as if such payment or proceeds  had  not  been received by
any Agent.

     SECTION 13.8  INJUNCTIVE RELIEF.  The Borrowers recognize that, in the
event  the  Borrowers  fail to perform, observe or discharge any  of  their
obligations or liabilities  under  this  Agreement,  any  remedy of law may
prove  to  be  inadequate  relief to the Lenders. Therefore, the  Borrowers
agree  that the Lenders, at the  Lenders'  option,  shall  be  entitled  to
temporary  and  permanent  injunctive  relief  in any such case without the
necessity of proving actual damages.

     SECTION  13.9   ACCOUNTING  MATTERS.   All  financial  and  accounting
calculations, measurements and computations made for  any  purpose relating
to this Agreement, including, without limitation, all computations utilized
by ACC or any Subsidiary thereof to determine compliance with  any covenant
contained herein, shall, except as otherwise expressly contemplated  hereby
or unless there is an express written direction by the Administrative Agent
to the contrary agreed to by the Borrowers, be performed in accordance with
GAAP.  In the event that changes in GAAP shall be mandated by the Financial
Accounting  Standards  Board,  or any similar accounting body of comparable
standing, or shall be recommended by ACC's certified public accountants, to
the extent that such changes would  modify  such  accounting  terms  or the
interpretation  or  computation thereof, such changes shall be followed  in
defining such accounting  terms only from and after the date the Credit and
the Lenders shall have amended  this  Agreement  to the extent necessary to
reflect any such changes in the financial covenants  and  other  terms  and
conditions of this Agreement.

     SECTION 13.10  SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

     (a)  BENEFIT  OF  AGREEMENT.  This Agreement shall be binding upon and
inure to the benefit of  the  Borrowers,  each  Agent  and the Lenders, all
future holders of the Notes, and their respective successors  and  assigns,
except  that  no  Borrower  shall  assign  or transfer any of its rights or
obligations under this Agreement without the  prior written consent of each
Lender.  Nothing set forth in the Guaranty shall  impair,  as  between  the
Borrowers,  the  Agents  and  the Lenders, the obligations of the Borrowers
hereunder and under the other Loan Documents.

     (b)  ASSIGNMENT BY LENDERS.   Each Lender may, with the consent of the
Agents and ACC, which consents shall  not  be unreasonably withheld, assign
to one or more Eligible Assignees all or a portion of its interests, rights
and obligations under this Agreement (including, without limitation, all or
a portion of the Loans at the time owing to  it  and the Notes held by it);
PROVIDED that:

       (i)     each  such  assignment shall be of a  constant,  and  not  a
     varying,  percentage  of   all   the  assigning  Lender's  rights  and
     obligations under this Agreement;

      (ii)     the  Commitment  so  assigned   shall   not   be  less  than
     $5,000,000;

     (iii)     the  parties  to  each  such  assignment  shall execute  and
     deliver to the Administrative Agent, for its acceptance  and recording
     in the Register, an Assignment and Acceptance in the form of EXHIBIT E
     attached  hereto (an "Assignment and Acceptance"), together  with  any
     Note or Notes subject to such assignment;

      (iv)     such  assignment  shall  not,  without  the  consent  of the
     applicable  Borrower,  require  such  Borrower  to file a registration
     statement with the Securities and Exchange Commission  or  apply to or
     qualify  the Loans or the Notes under the blue sky laws of any  state;
     and

       (v)     the  assigning  Lender shall pay to the Administrative Agent
     an assignment fee of $2,500  upon  the execution by such Lender of the
     Assignment and Acceptance; PROVIDED  that no such fee shall be payable
     upon any assignment by a Lender to an Affiliate thereof.

Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective
date shall be at least five (5) Business Days  after the execution thereof,
(A)  the assignee thereunder shall be a party hereto  and,  to  the  extent
provided in such Assignment and Acceptance, have the rights and obligations
of a Lender  hereby  and  (B)  the  Lender  thereunder shall, to the extent
provided in such assignment, be released from  its  obligations  under this
Agreement.

     (c)  RIGHTS  AND  DUTIES UPON ASSIGNMENT.  By executing and delivering
an Assignment and Acceptance,  the  assigning  Lender  thereunder  and  the
assignee  thereunder  confirm  to  and  agree with each other and the other
parties hereto as follows:

       (i)     other than the representation  and  warranty  that it is the
     legal and beneficial owner of the interest being assigned thereby free
     and  clear  of  any  adverse  claim,  such  assigning Lender makes  no
     representation or warranty and assumes no responsibility  with respect
     to  any  statements,  warranties  or  representations  made  in or  in
     connection  with  this Agreement or the execution, legality, validity,
     enforceability, genuineness, sufficiency or value of this Agreement or
     any other instrument or document furnished pursuant hereto;
      (ii)     such assigning  Lender  makes  no representation or warranty
     and assumes no responsibility with respect  to the financial condition
     of  the  Borrowers  or  their  Subsidiaries  or  the   performance  or
     observance  by  the Borrowers and their Subsidiaries of any  of  their
     obligations under  this  Agreement or any other instrument or document
     furnished pursuant hereto;
     (iii)     such assignee confirms  that  it has received a copy of this
     Agreement, together with copies of the financial  statements  referred
     to  in  Section  5.1(o)  and  the  most  recent  financial  statements
     delivered  to  the  Assignor  pursuant  to  Section 6.1 and such other
     documents and information as it has deemed appropriate to make its own
     credit  analysis  and  decision  to  enter  into such  Assignment  and
     Acceptance;

      (iv)     such assignee will, independently and  without reliance upon
     any  Agent, such assigning Lender or any other Lender,  and  based  on
     such documents  and  information  as  it shall deem appropriate at the
     time,  continue  to make its own credit decisions  in  taking  or  not
     taking action under this Agreement;

       (v)     such assignee confirms that it is an Eligible Assignee;

      (vi)     such assignee  appoints  and  authorizes  each Agent to take
     such action as agent on its behalf and to exercise such  powers  under
     this  Agreement  and the other Loan Documents as are delegated to such
     Agent by the terms  hereof  and  thereof, together with such powers as
     are reasonably incidental thereto; and

     (vii)     such assignee agrees that it will perform in accordance with
     their  terms  all  of the obligations  which  by  the  terms  of  this
     Agreement are required to be performed by it as a Lender.

     (d)  REGISTER.  The Administrative Agent shall maintain a copy of each
Assignment  and  Acceptance   delivered  to  it  and  a  register  for  the
recordation of the names and addresses of the Lenders and the amount of the
Extensions of Credit with respect  to  each  Lender  from time to time (the
"Register").   The  entries  in  the Register shall be conclusive,  in  the
absence of manifest error, and the  Borrowers,  the  Agents and the Lenders
may treat each person whose name is recorded in the Register  as  a  Lender
hereunder  for  all  purposes  of  this  Agreement.   The Register shall be
available for inspection by the Borrowers or Lender at  any reasonable time
and from time to time upon reasonable prior notice.

     (e)  ISSUANCE  OF  NEW NOTES.  Upon its receipt of an  Assignment  and
Acceptance  executed  by an  assigning  Lender  and  an  Eligible  Assignee
together with any Note  or Notes subject to such assignment and the written
consent  to  such assignment,  the  Administrative  Agent  shall,  if  such
Assignment and  Acceptance  has  been completed and is substantially in the
form of EXHIBIT E:

       (i)     accept such Assignment and Acceptance;

      (ii)     record the information contained therein in the Register;

     (iii)     give prompt notice thereof to the Lenders and the Borrowers;
     and

     (iv)      promptly deliver a copy of such Assignment and Acceptance to
     ACC.

Within five (5) Business Days after  receipt  of  notice, ACC shall execute
and deliver to the Administrative Agent, in exchange  for  the  surrendered
Note  or Notes, a new Note or Notes to the order of such Eligible  Assignee
in amounts  equal  to  the  Commitment  assumed  by  it  pursuant  to  such
Assignment  and  Acceptance  and  a  new  Note or Notes to the order of the
assigning  Lender  in  an amount equal to the  Commitment  retained  by  it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal  amount of such surrendered Note or Notes,
shall be dated the effective date of  such  Assignment  and  Acceptance and
shall  otherwise  be  in  substantially  the  form  of  the  assigned Notes
delivered to the assigning Lender.  Each surrendered Note or Notes shall be
canceled and returned to ACC.

     (f)  PARTICIPATIONS.  Each Lender may, with the consent of  the Agents
and   ACC,   which  consents  shall  not  be  unreasonably  withheld,  sell
participations  to  one or more banks or other entities in all or a portion
of its rights and obligations  under  this  Agreement  (including,  without
limitation, all or a portion of its Commitment and its Extensions of Credit
and the Notes held by it); PROVIDED that:

       (i)     each such participation shall be in an amount not less  than
     $5,000,000;

      (ii)     such  Lender's  obligations under this Agreement (including,
     without limitation, its Commitment) shall remain unchanged;

     (iii)     such Lender shall  remain  solely  responsible  to the other
     parties hereto for the performance of such obligations;

      (iv)     such Lender shall remain the holder of the Notes  held by it
     for all purposes of this Agreement;

       (v)     the  Borrowers,  the  Agents  and  the  other  Lenders shall
     continue  to  deal  solely and directly with such Lender in connection
     with such Lender's rights and obligations under this Agreement;

     (vi) such Lender shall  not  permit  such  participant  the  right  to
     approve  any  waivers,  amendments  or  other  modifications  to  this
     Agreement or any other Loan Document other than waivers, amendments or
     modifications which would reduce the principal of or the interest rate
     on  any Loan, extend the term or increase the amount of the Commitment
     of such  participant,  reduce  the  amount  of  any fees to which such
     participant  is  entitled,  extend  any  scheduled  payment  date  for
     principal  or,  except  as expressly contemplated hereby  or  thereby,
     release any Collateral or Security Document; and

     (vii)     any such disposition  shall  not, without the consent of the
     applicable  Borrower, require such Borrower  to  file  a  registration
     statement with  the  Securities  and  Exchange  Commission to apply to
     qualify the Loans or the Notes under the blue sky law of any state.

     (g)  DISCLOSURE OF INFORMATION; CONFIDENTIALITY.   The  Agents and the
Lenders shall hold all non-public information obtained pursuant to the Loan
Documents  in  accordance  with  their  customary  procedures  for handling
confidential   information.    Any  Lender  may,  in  connection  with  any
assignment, proposed assignment,  participation  or  proposed participation
pursuant  to  this  Section  13.10, disclose to the assignee,  participant,
proposed assignee or proposed  participant, any information relating to the
Borrowers furnished to such Lender  by  or  on  behalf  of  the  Borrowers;
PROVIDED,  that  prior to any such disclosure, each such assignee, proposed
assignee,  participant   or  proposed  participant  shall  agree  with  the
Borrowers or such Lender (which  in the case of an agreement with only such
Lender, the Borrowers shall be recognized  as   third  party  beneficiaries
thereof)  to  preserve  the confidentiality of any confidential information
relating to the Borrowers received from such Lender.

     (h)  CERTAIN PLEDGES  OR  ASSIGNMENTS.   Nothing herein shall prohibit
any Lender from pledging or assigning any Note  to any Federal Reserve Bank
in accordance with Applicable Law.

     SECTION 13.11  AMENDMENTS, WAIVERS AND CONSENTS; RENEWAL.

     (a)  Except  as  set  forth  below, any term, covenant,  agreement  or
condition of this Agreement or any  of  the  other  Loan  Documents  may be
amended or waived by the Lenders, and any consent given by the Lenders, if,
but only if, such amendment, waiver or consent is in writing signed by  the
Required  Lenders  (or  by the Administrative Agent with the consent of the
Required Lenders) and delivered  to  the  Administrative  Agent and, in the
case of an amendment, signed by the Borrowers; PROVIDED, that no amendment,
waiver or consent shall (i) increase the amount or extend the  time  of the
obligation  of  the  Lenders  to  make  Loans,  (ii)  extend the originally
scheduled time or times of payment of the principal of any Loan or the time
or  times  of  payment of interest on any Loan, (iii) reduce  the  rate  of
interest or fees  payable on any Loan, (iv) permit any subordination of the
principal or interest  on  any Loan, (v) release any Collateral or Security
Document (other than as specifically  permitted  in  this  Agreement or the
applicable Security Document) or (vi) amend the provisions of  this Section
13.11  or  the  definition  of  Required Lenders, without the prior written
consent of each Lender.  In addition,  no  amendment,  waiver or consent to
the provisions of Article XIII shall be made without the written consent of
the affected Agents.

     SECTION  13.12   PERFORMANCE  OF  DUTIES.  The Borrowers'  obligations
under this Agreement and each of the Loan  Documents  shall be performed by
the applicable Borrower at its sole cost and expense.

     SECTION 13.13  INDEMNIFICATION.  The Borrowers agree to reimburse each
Agent  and  the  Lenders  for all reasonable costs and expenses,  including
reasonable counsel, appraisal,  or  other  expert  or  consultant  fees and
disbursements  incurred,  and  to  indemnify  and  hold  each Agent and the
Lenders harmless from and against all losses suffered by such Agent and the
Lenders in connection with (a) the exercise by the Agents or the Lenders of
any  right  or remedy granted to them under this Agreement or  any  of  the
other Loan Documents,  (b)  any  claim,  and  the  prosecution  or  defense
thereof, arising out of or in any way connected with this Agreement or  any
of  the  other  Loan Documents and (c) the collection or enforcement of the
Obligations or any  of  them; PROVIDED, that the indemnity contained herein
shall  not  apply  to  the  extent   that  such  losses,  claims,  damages,
liabilities or other expenses result from  the  gross negligence or willful
misconduct of such indemnified person; and further  provided that, promptly
after  the receipt by an indemnified person of notice  of  any  pending  or
threatened  action  with  respect to which the indemnified person may claim
indemnification under this  Agreement (an "Action"), the indemnified person
shall provide written notice thereof to ACC and ACC shall then be entitled,
at its sole and reasonable discretion,  to  assume  the defense of any such
Action,  with  counsel  reasonably satisfactory to the indemnified  person.
After written notice to the  indemnified person from ACC of its election to
assume  the  defense of such Action,  ACC  shall  not  be  liable  to  such
indemnified person  for  any legal expenses or fees of other counsel or any
other expense incurred by  such  indemnified  person in connection with the
defense thereof after such date, except as provided below.  The indemnified
person shall cooperate with all reasonable requests  of  ACC  regarding the
defense of any such Action.  Notwithstanding ACC's election to  assume  the
defense  thereof,  however,  the indemnified person shall have the right to
employ separate counsel and to participate in, but not control, the defense
of such action, and ACC shall  pay the reasonable fees and expenses of such
separate counsel (provided that  with  respect  to  any  single Action, ACC
shall not be required to bear the fees and expenses of more  than  one such
counsel in any single jurisdiction) if (a) the use of counsel chosen by ACC
to represent the indemnified person would present a conflict-of-interest in
the reasonable determination of the indemnified person or such counsel,  or
(b)  the  defendants  in  or  target  of  any  such Action include both the
indemnified person and ACC, and the indemnified person reasonably concluded
that there may be legal defenses available to it that differ from or are in
addition  to  those  available to ACC.  ACC shall not  be  liable  for  any
settlement of any action  effected  by  an indemnified person without ACC's
prior written consent (which shall not be unreasonably withheld).

     SECTION  13.14   ALL  POWERS COUPLED WITH  INTEREST.   All  powers  of
attorney and other authorizations  granted  to  the Lenders, each Agent and
any Persons designated by such Agent or Lenders pursuant  to any provisions
of  this  Agreement  or  any  of the other Loan Documents shall  be  deemed
coupled with an interest and shall  be  irrevocable  so  long as any of the
Obligations  remain  unpaid or unsatisfied or the Credit Facility  has  not
been terminated.

     SECTION  13.15   SURVIVAL   OF   INDEMNITIES.    Notwithstanding   any
termination  of this Agreement, the indemnities to which the Agents and the
Lenders are entitled  under  the  provisions  of  this Article XIII and any
other provision of this Agreement and the Loan Documents  shall continue in
full force and effect and shall protect the Agents and the  Lenders against
events arising after such termination as well as before.

     SECTION 13.16  TITLES AND CAPTIONS.  Titles and captions  of Articles,
Sections  and  subsections in this Agreement are for convenience only,  and
neither limit nor amplify the provisions of this Agreement.

     SECTION 13.17   SEVERABILITY  OF  PROVISIONS.   Any  provision of this
Agreement  or any other Loan Document which is prohibited or  unenforceable
in any jurisdiction  shall, as to such jurisdiction, be ineffective only to
the extent of such prohibition or unenforceability without invalidating the
remainder of such provision  or  the remaining provisions hereof or thereof
or affecting the validity or enforceability  of such provision in any other
jurisdiction.

     SECTION 13.18  COUNTERPARTS.  This Agreement  may  be  executed in any
number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each  of  which  when  so  executed shall be deemed to be an
original  and  shall  be  binding upon all parties,  their  successors  and
assigns, and all of which taken  together shall constitute one and the same
agreement.

     SECTION 13.19  ACC AS AGENT FOR OTHER BORROWERS.  Each Borrower hereby
appoints and authorizes ACC (a) to  provide  the  Administrative Agent with
all notices with respect to Loans for the benefit of any other Borrower and
all other notices and instructions under this Agreement  and  (b)  to  take
such  action on behalf of such Borrowers as ACC deems appropriate to obtain
Loans and  to  exercise  such  other powers as are reasonably incidental to
carry  out  the purposes of this Agreement  (including  without  limitation
acceptance of  service  of  process  for each other Borrower and Subsidiary
under Section 13.5).  This appointment  shall  be  irrevocable  and coupled
with an interest.

     SECTION  13.20   TERM  OF  AGREEMENT.  This Agreement shall remain  in
effect from the Closing Date through  and including the date upon which all
Obligations shall have been indefeasibly and irrevocably paid and satisfied
in full.  No termination of this Agreement  shall  affect  the  rights  and
obligations of the parties hereto arising prior to such termination.



C:\TPY\ACC\CRA.

<PAGE>



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

[CORPORATE SEAL]              ACC CORP.


                              By: /s/ John J. Zimmer
                                 Name:Jphn J. Zimmer
                                 Title: VP-Finance


[CORPORATE SEAL]              ACC LONG DISTANCE CORP.


                              By: /s/ John J. Zimmer
                                 Name: John J. Zimmer
                                 Title:Controller


[CORPORATE SEAL]              ACC NATIONAL TELECOM CORP.

                              By: /s/ John J. Zimmer
                                 Name: John J. Zimmer
                                 Title:Controller


[CORPORATE SEAL]              ACC LONG DISTANCE OF MASSACHUSETTS CORP.

                         By: /s/ John J. Zimmer
                                 Name: John J. Zimmer
                                 Title:Controller


[CORPORATE SEAL]              ACC RADIO CORP.

                    By: /s/ John J. Zimmer
                                 Name: John J. Zimmer
                                 Title:Controller


[CORPORATE SEAL]              ACC NATIONAL LONG DISTANCE CORP.

                    By: /s/ John J. Zimmer
                                 Name: John J. Zimmer
                                 Title:Controller


[CORPORATE SEAL]              ACC LONG DISTANCE U.K., LTD.
                         By: /s/ John J. Zimmer
                                 Name: John J. Zimmer
                                 Title: Attorney


                              FIRST  UNION NATIONAL BANK OF NORTH CAROLINA,
                              as Administrative  Agent,  Managing Agent and
                              Lender

                              By: /s/ Jim F. Redman
                                 Name: Jim F. Redman
                                 Title: Sr. VP


                              SHAWMUT BANK CONNECTICUT, N.A.,  as  Managing
                              Agent and Lender

                              By: /s/ Robert F. West
                                 Name: Robert F. West
                                 Title: Director


C:\TPY\ACC\CRA.

<PAGE>


                   SCHEDULE 1.1: LENDERS AND COMMITMENTS



<TABLE>
<CAPTION>
                                                                                      Commitment
              LENDER                                          COMMITMENT              PERCENTAGE


First Union National Bank                                    $17,500,000                  50%
 of North Carolina
One First Union Center, TW-19
301 S. College Street
Charlotte, North Carolina 28288-0735
Attention:  John Butler
Telephone No.:  (704) 3374-6471
Telecopy No.:   (704) 374-4092
<S>                                                          <C>                      <C>
Shawmut Bank Connecticut, N.A.
777 main Street, MSN 397
Hartford, Connecticut 06115                                  $17,500,00                   50%
Attention: Wendy Klepper
Telephone No.: (203) 986-1128
Telecopy No.:  (203) 986-5637
</TABLE>


C:\TPY\ACC\CRA.

<PAGE>


                         SCHEDULE 1.2 : SUBLIMITS



<TABLE>
<CAPTION>
BORROWER                                          SUBLIMIT
<S>                                               <C>
ACC U.K. and any Additional Borrower which is a   $5,000,000
U.K. Borrower
ACC LEC                                           $2,000,000
ACC, ACC U.S., ACC Mass., ACC Radio, ACC National $35,000,000 LESS outstandings to all other
and any Additional Borrower who is a Domestic     Borrowers
Borrower
</TABLE>



<PAGE>



           SCHEDULE 1.3: CANADIAN SUBSIDIARY SECURITY DOCUMENTS

              (a)  Quebec Security Documents

                   (i)  Hypothec by Canadian Subsidiaries
                   (ii) Landlord Agreement

              (b)  Ontario Security Documents

                   (i)  Security Agreement
                   (ii) Notice of Security Interest in Fixtures
                        (Toronto Street Property)
                   (iii)Leasehold Mortgage (Dundas Street)
                   (iv) Landlord Agreement (Dundas Street)
                   (v)  Acknowledgement of Standard Charges (Dundas Street)
                   (vi)Leasehold Mortgage (Toronto Street)
                   (vii)Landlord Agreement (Toronto Street)
                   (viii)Acknowledgement of Standard Charges
                        (Toronto Street)
                   (ix) Share Pledge by ACC Canada
                   (x)Share Transfer Power of Attorney by ACC Canada
                   (xi)Confirmation  and Consent by ACC Ltd. to Share  Pledge
                   by ACC Canada
                   (xii)Resolutions of directors of ACC Ltd. authorizing
                   pledge
                   (xiii)Share Pledge by ACC Ltd.
                   (xiv) Share Transfer Power of Attorney By ACC Ltd.
                   (xv)Confirmation and  Consent  by ACC Inc. to Share Pledge 
                   by ACC Ltd.
                   (xvi)Resolutions of directors of ACC Inc. authorizing
                   Pledge
                   (xvii)Currency Indemnity Agreement

              (c)  British Columbia Security Documents

                   (i)  Security Agreement
                   (ii) Leasehold Mortgage
                   (iii)Equitable Mortgage
                   (iv) Landlord Agreement
                   (v)  Statutory Declaration by ACC (re: Leasehold Mortgage)
                   (vi)Notice    of    Security    Interest     in     Fixtures
                   (vii)Acknowledgement of Mortgage Terms


Note:  The Registrant agrees to furnish supplementally to the Commission a copy
of any omitted schedules or exhibits to this Agreement upon request.



