
                                  Exhibit 99.4


                                  Confidential
                          [Letterhead of First Union]






                               September 11, 1996



Mr. Mike Daley
Chief Financial Officer
ACC Corp.
400 West Avenue
Rochester, New York 14611

Dear Mike:

          This letter is the Fee Letter referred to in our commitment
letter, dated the date hereof (the "Commitment Letter"), pursuant to which
First Union National Bank of North Carolina ("First Union"), as a lender
and as Administrative Agent for itself and a group of other lenders, has
committed to provide a $100,000,000 credit facility (the "Facility") to ACC
Corp. ("ACC" or the "Company") and various subsidiaries and First Union
Capital Markets Corp. ("FUCMC") has agreed to act as Syndication Agent for
the Facility, subject to the terms and conditions set forth in the
Commitment Letter and attached Term Sheet.  Capitalized terms used herein
without definition shall have the meanings assigned to such terms in the
Commitment Letter and attached Term Sheet.

          To induce First Union and FUCMC to execute and deliver the
Commitment Letter to the Company and to provide the Facility contemplated
therein, ACC agrees to pay to First Union the following fees:

Fees:

          1.   Structuring Fee - $250,000 payable upon the acceptance of
the Commitment Letter.

          2.   Underwriting Fee - $750,000 payable at closing of the
Facility.

          2.   Administrative Agency Fee - $60,000 per annum payable at
closing and each anniversary thereafter.

ACC Corp.
Page 2                                            Confidential


               Each of the above fees shall be fully earned upon payment and
shall not be refundable or rebatable by reason of repayment of the
Facility, acceleration upon event of default under the Facility, or any
other circumstance, and shall survive any termination of the Facility.

               First Union and FUCMC reserve the right to allocate, in whole or
in part, to FUCMC any fees payable to First Union in such a manner as First
Union and FUCMC agree.

               If you are in agreement with the foregoing, please have both
copies of this letter signed and return an executed copy to First Union on
or prior to 5:00 p.m. on September 12, 1996.

                                        Sincerely,


                                        FIRST UNION NATIONAL BANK OF
                                        NORTH CAROLINA


                                        By:    /s/ Jim Redman 
                                           ---------------------------
                                        Title:     SVP               
                                              ------------------------


                                        FIRST UNION CAPITAL MARKETS
                                        CORP.

                                        
                                        By:    /s/ Herbert Althouse 
                                           ---------------------------
                                        Title:   Managing Director  
                                              ------------------------

AGREED TO AND ACCEPTED THIS
12th DAY OF September, 1996.

ACC Corp., on behalf of itself and its Subsidiaries

By:   /s/ Michael R. Daley  
   ---------------------------
Title:   EVP & CFO          
      ------------------------
                                
<PAGE>                                
                                Confidential

                         [Letterhead of First Union]




September 11, 1996


Mr. Mike Daley
Chief Financial Officer
ACC Corp.
400 West Avenue
Rochester, New York   14611

Dear Mike:

We are pleased to confirm that First Union National Bank of North Carolina
("First Union") has approved a $100,000,000 commitment to a $100,000,000
credit facility (the "Facility") to ACC Corp. and various of its
subsidiaries (the "Company"), subject to the terms and conditions set forth
below and in the summary of terms and conditions (the "Term Sheet") and the
fee letter dated the date hereof (the "Fee Letter"), each of which is
attached hereto.  The Facility shall be evidenced by an amendment and
restatement of your existing Facility.

First Union's obligation to provide the  Facility pursuant to this
Commitment is subject to (i) the acceptance of this Commitment on or prior
to September 12, 1996 as provided below, (ii) the completion of a
definitive credit agreement and related documentation in form and substance
satisfactory to First Union, (iii) compliance with all applicable laws and
regulations, and (iv) satisfactory completion by First Union of its legal
and business due diligence and all other conditions described herein, in
the Term Sheet and in the Fee Letter.  This Commitment will terminate on
October 30, 1996, if the closing of the Facility has not occurred on or
prior to that date, or at any time prior to closing if any event occurs
that First Union believes has, or First Union is supplied with or discovers
information not previously disclosed to it that First Union believes has,
or may have, a material adverse effect on the business, financial condition
or prospects of the Company or any of its direct or indirect subsidiaries
taken as a whole.

It is agreed that First Union Capital Markets Corporation ("FUCMC") may
syndicate the Facility and First Union will act as the sole administrative
agent for any other lenders thereunder.  First Union will also perform all
functions and exercise all authority (including without limitation
selecting counsel for the lenders and negotiating definitive credit
documentation) customarily performed and exercised by First Union in its
capacity as agent.  It is also agreed that FUCMC will manage all aspects of
the syndication, including without limitation making decisions as to the
selection and number of institutions to be approached and when they will be
approached, when commitments will be accepted, which institutions will
participate, the allocations of commitments among syndicate lenders and the
amount and distribution of fees payable to syndicate lenders.  As part of
this process, FUCMC will consult with the Company regarding the selection
and number of institutions to be approached.

The Company also agrees to actively assist FUCMC in promptly completing a
syndication that is satisfactory to FUCMC and the Company, and in
connection therewith will provide FUCMC upon reasonable request with all
information deemed appropriate by FUCMC. ACC agrees to make the appropriate
officers of the various companies available for bank meetings at such times
and places as FUCMC shall reasonably request.  The Company's assistance
will also include using its diligent efforts to ensure that FUCMC's
syndication efforts benefit materially from the lending and other banking
relationships of the Company and its subsidiaries.  This will be
accomplished by a variety of means, including direct contact during the
syndication between senior management of the Company and the proposed
syndicate lenders.

In connection with any such syndication, the Company acknowledges that
First Union may allocate a portion of the fees payable under the Fee Letter
to such other lenders.  It is agreed, however, that no lender will receive
compensation outside the terms contained herein and in the Fee Letter in
order to obtain its commitment to participate in the Facility.

ACC represents and warrants that (a) all information which has been or is
hereafter made available to First Union or FUCMC by its authorized
representatives in connection with the transactions contemplated hereby is
and will be complete and correct in all material respects and does not and
will not contain, as of the time such information was or is available, any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements were
or are made and (b) all financial projections that have been or are
hereafter prepared by you and made available to First Union or FUCMC or any
other participants in the Facility have been or will be prepared in good
faith based upon assumptions you believe or will believe to be reasonable. 
You agree to supplement the information and projections referred to in
clauses (a) and (b) of this paragraph from time to time until completion of
the syndication so the representation and warranty in the preceding
sentence remains correct.  In arranging and syndicating the Facility, FUCMC
will be using and relying on such information and projections without
independent verification thereof.

The Company agrees to reimburse First Union and FUCMC for all of their out-
of-pocket expenses (including reasonable attorneys' fees and expenses and
syndication expenses) incurred in connection with all of the transactions
described herein, whether or not the Facility is closed or any credit is
extended thereunder.  The Company also agrees to indemnify and hold
harmless First Union and its affiliates (including FUCMC) and the Lenders
their respective directors, officers, employees and agents (collectively,
the "Indemnified Parties") from and against any and all actions, suits,
losses, claims, damages and liabilities of any kind or nature, joint or
several, to which such Indemnified Parties may become subject, related to
or arising out of any of the transactions contemplated herein, including
without limitation the execution of definitive credit documentation and the
closing of the Facility and any acquisition or other transaction in
connection with which the Company uses the proceeds of any of the Facility,
and will reimburse the Indemnified Parties for all out-of-pocket expenses
(including reasonable attorneys' fees and expenses) on demand as they are
incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding
arising therefrom; provided, that no Indemnified Party shall have any right
to indemnification for any of the foregoing to the extent determined by a
final judgment to have resulted from its own gross negligence or willful
misconduct.  This Commitment is addressed solely to the Company, and
neither First Union nor FUCMC, on the one hand, nor the Company, on the
other hand, shall be liable to the other or any other person for any
consequential damages that may be alleged as a result of this Commitment or
any of the transactions referred to herein.  In the event that the closing
of the Facility fails to occur for any reason, the provisions of this
paragraph shall survive any termination of this Commitment.

The Company is not authorized to show or circulate this Commitment, the
Term Sheet or the Fee Letter to any other person or entity (other than its
directors, officers, independent accountants, and legal counsel in
connection with its evaluation thereof, provided that each of such persons
shall also be bound by the confidentiality provisions hereof, and except as
required by law or applicable judicial process) until such time as it has
accepted this Commitment in writing as provided below.  Without in any way
limiting the foregoing, in the event that the Company shows or circulates
the terms of this Commitment, the Term Sheet or the Fee Letter prior to its
acceptance as provided below, the Company shall be deemed to have accepted
the Commitment and the attached Fee Letter.

First Union and FUCMC shall have the right to require that the Loan
Documents include, in addition to the provisions outlined in the Term
Sheet, provisions considered appropriate thereby for this type of lending
transaction, as well as provisions that such entities may deem appropriate
after they are afforded the opportunity to conduct and complete, to their
satisfaction, their business, tax and legal review of the Borrowers and the
proposed transaction as First Union and FUCMC may, in their sole and
individual discretion, deem appropriate.

<PAGE>
If the Company is in agreement with the foregoing, please sign both copies
of this Commitment and the Fee Letter attached hereto and return an
executed copy to First Union by no later than 5:00 p.m. on September 12,
1996.

Sincerely,

FIRST UNION CAPITAL                FIRST UNION NATIONAL BANK OF
MARKETS CORP                       NORTH CAROLINA

     
By: /s/ Herbert Althouse           By: /s/ Jim Redman    
   --------------------------         ---------------------------- 
                                   
Title: Managing Director           Title: SVP 
      -----------------------            -------------------------        








AGREED TO AND ACCEPTED THIS
12th DAY OF September, 1996.

ACC Corp., on behalf of itself and its subsidiaries
                           

By: /s/ Michael R. Daley                                    
   ------------------------------

Title: EVP & CFO                          
      ---------------------------

<PAGE>

                               ACC CORP.
                         AMENDED AND RESTATED TERM SHEET
                           SEPTEMBER 11, 1996

BORROWERS:            ACC Corp. ("ACC"), ACC Long Distance Corp. ("ACC
                      U.S."), ACC TelEnterprises Ltd. ("ACC Canada"), ACC
                      Long Distance UK Ltd. ("ACC U.K."), ACC National
                      Telecom Corp. ("ACC LEC"), and all present and
                      future Material direct or indirect subsidiaries of
                      ACC (collectively, the "Borrowers").  A Material
                      subsidiary is defined as a subsidiary with assets
                      in excess of $1.0 million.

FACILITY:             $100,000,000 five-year and one day senior secured
                      reducing revolving credit facility with (i) up to
                      $8,000,000 sublimit for standby letters of credit
                      and (ii) a $3,000,000 Swing Line with the
                      Administrative Agent, each available to the
                      Borrowers and denominated in U.S. dollars,
                      collectively (the "Facility").  In no event shall
                      the Facility outstandings, including the Swing Line
                      and standby letters of credit outstandings, exceed
                      the available commitment.  The Facility provides
                      for Canadian Dollar and United Kingdom Sterling
                      borrowings for ACC Canada and ACC UK respectively. 
                      The Facility will include sublimits in the home
                      currency not to exceed the U.S. Dollar equivalent
                      for each Borrower and its subsidiaries as follows:

                      ACC or ACC U.S.                  $100,000,000
                       (less outstandings on foreign and LEC sublimits)
                      ACC Canada                         30,000,000
                      ACC UK                             20,000,000
                      ACC LEC                            15,000,000

                      Each Borrower may borrow directly in its home
                      currency in an amount equivalent to the U.S. dollar
                      sublimits set above.  Borrowings under the foreign
                      facilities will be marked to market no less
                      frequently than  at each interest maturity date. 
                      The sublimits were set based on current operations
                      and may be revised upon written request from the
                      Borrowers subject to written consent from the
                      Required Banks. 

                      Intercompany loans and investments from ACC and/or
                      ACC U.S. in its foreign subsidiaries will be capped
                      at the levels described in the Negative Covenants
                      section of this term sheet.

MANAGING AGENTS:      First Union National Bank of North Carolina ("First
                      Union")  and Fleet Bank ("Fleet")

ADMINISTRATIVE AGENT: First Union

SYNDICATION AGENT:    First Union Capital Markets Corporation ("FUCMC")

DOCUMENTATION AGENT:  Fleet Bank ("Fleet")

LENDERS:              The Adminstrative Agent and a group of financial
                      institutions (collectively, the "Lenders") arranged
                      by First Union, satisfactory to the Borrowers.

LETTER OF CREDIT
ISSUER:               First Union

REQUIRED BANKS:       Lenders holding 66 2/3% of the commitments.

PURPOSE:              To pay closing costs related to this financing, to
                      finance acquisitions, capital expenditures and
                      permitted investments, to provide working capital
                      and for general corporate purposes.

FINAL MATURITY:       Five years and one day subsequent to closing.

AMORTIZATION:         The Facility availability will be reduced in
                      quarterly increments, commencing nine quarters
                      after closing (the "Termination Date") according to
                      the following schedule:
                                                             Per Quarter
                      Quarters 1-8                                 0.00%
                      Quarters 9-16                                8.00%
                      Quarters 17-20                               9.00%

                      Reductions will be made each December 31, March 31,
                      June 30 and September 30.  Each sublimit will be
                      reduced prorata on reduction dates. 

SECURITY:             The Borrowers' obligations under the Facility shall
                      be secured by a first priority security interest in
                      a) all tangible and intangible assets of the
                      Borrowers and their present and future subsidiaries
                      as reasonably determined by the Adminstrative
                      Agent, b) the stock pledges described below; and c)
                      other reasonable security requirements deemed
                      appropriate by the Administrative Agent and its
                      counsel.  Security interests in assets of ACC
                      Canada, ACC U.K. and other foreign subsidiaries
                      will not be available in connection with payment
                      defaults by U.S. borrowers. The Facility shall also
                      contain a limitation on additional indebtedness and
                      a negative pledge on the assets of the Borrowers
                      except as agreed to in writing by the Required
                      Banks and as excepted in the Other Indebtedness and
                      Guarantee provisions below.  The Facility shall
                      also contain a restriction on other negative
                      pledges.

GUARANTEES
AND PLEDGE:           ACC will unconditionally guarantee the Loans and
                      all other obligations of the other Borrowers under
                      the Facility.  The Facility will also be secured
                      with a pledge of a first priority security interest
                      in a) 100% of the voting stock of ACC U.S.;  b)
                      66.6% of the voting stock of ACC Canada; c) 66.6%
                      of the voting stock of ACC U.K.; d) a negative
                      pledge against the remaining voting stock of ACC
                      U.K. and ACC Canada except as described in the
                      Joint Ventures provisions; and e) 100% of the
                      voting stock of ACC LEC and all other U.S. Material
                      subsidiaries and 66.6% (other than with respect to
                      Redemption Newco) of any foreign Material direct
                      subsidiaries (subject to the same negative pledge
                      described above).

ACC CANADA
SHARE REPURCHASE:     ACC Canada (or  a wholly-owned Subsidiary of ACC)
                      intends to make a tender offer for and redeem in
                      accordance with applicable law 100% (or such lesser
                      amount as may be tendered by the applicable
                      holders) of the publicly issued shares of common
                      stock of ACC Telenterprises (such transaction, the
                      "Redemption").  Such Redemption shall be
                      permitted; provided that (a) the aggregate purchase
                      price of such shares which are so redeemed shall
                      not exceed $40,000,000 (or the Canadian dollar
                      equivalent thereof), (b) such Redemption shall be
                      completed by March 31, 1997, (c) to the extent that
                      the Redemption is accomplished through a wholly-
                      owned Subsidiary of ACC ("Redemption Newco") , (i)
                      such Subsidiary shall become a Borrower and 100% of
                      its assets shall be pledged to the Lenders to
                      secure the Canadian dollar tranche of the Facility,
                      (ii) if such Subsidiary is a Canadian entity, 100%
                      of the stock of the entity shall be pledged to the
                      Lenders to secure the Canadian dollar tranche of
                      the Facility and (iii) if such entity is a U.S.
                      entity, 100% of the stock of the entity shall be
                      pledged to the Lenders to secure the U.S. dollar
                      tranche of the Facility.  Redemption Newco shall be
                      a single purpose entity incorporated solely to
                      complete the Redemption and shall not be permitted
                      to conduct any other business or incur any other
                      debt without prior written Required Banks approval.

COMMITMENT 
FEE:                  0.500% per annum on the unused portion of the
                      Facility, payable quarterly in arrears.  The unused
                      commitment fee declines to 0.375% if Debt/EBITDA is
                      less than or equal to 2.50:1 for the prior quarter. 
                      The unused commitment fee declines to 0.250% if
                      Debt/EBITDA is less than or equal to 2.00:1 for the
                      prior quarter. 

INTEREST RATES:       Base and LIBOR rates as determined by the
                      Administrative Agent.  Interest margin will be
                      based on the Leverage Ratio calculated as follows:
                      
                      Total Debt/                 LIBOR                  Base
                      EDITDA                     Margin                Margin
                      > 3.0:1                    2.000%                0.500%
                      > 2.5:1 and <= 3.0:1       1.625%                0.125%
                      > 2.0:1 and <= 2.5:1       1.375%                0.000%
                      < 2.0:1                    1.000%                0.000%

                      EBITDA means Operating Cash Flow as defined below. 
                      The Base Rate shall mean the greater of the Prime
                      Rate announced by the Administrative Agent or the
                      overnight Federal Funds rate plus 0.50%.  The Base
                      Rate will only be available on advances denominated
                      in U.S. dollars. LIBOR means the Administrative
                      Agent's reserve adjusted London Interbank Offered
                      Rates for the applicable currency. 

                      LIBOR interest is to be calculated on a 360-day
                      basis, while Base Rate interest and Commitment Fees
                      shall be calculated on a 365-day basis.  Base Rate
                      interest and Commitment Fees shall be payable
                      quarterly in arrears beginning September 30, 1996. 
                      LIBOR interest shall be payable every three months
                      and at maturity.  LIBOR will be available for one,
                      two, three and six month periods.

                      Borrower may draw under the Facility with three
                      business days notice for LIBOR loans and with one
                      day notice for Base Rate loans.  Advances shall be
                      in minimum amounts of $3,000,000 and $1,500,000 for
                      LIBOR and Base Rate loans, respectively.  The Swing
                      Line will have daily availability in $100,000
                      increments.

                      All borrowings in Canadian and U.K. currencies
                      require three business days notice.

                      The applicable margin will increase by 2.0% upon
                      the occurrence and during the continuation of an
                      Event of Default.

                      The agreement will include standard protective
                      provisions for such matters as increased costs,
                      capital adequacy, LIBOR rate indemnification (i.e.
                      prepayment or non-borrowing), illegality/un-
                      availability of LIBOR rates, currency fluctuations,
                      withholding taxes, and judgement currency.

MANDATORY
PREPAYMENTS:          The Facility shall be permanently reduced by a)
                      100% of the net proceeds from any sale or
                      disposition of assets (other than in the ordinary
                      course of business or as permitted in the Negative
                      Covenant provisions) or sale of an ownership
                      interest of any other Material subsidiary and b)
                      100% of any proceeds of insurance in excess of
                      $250,000 not reinvested within 180 days of receipt.
                      
                      100% of the proceeds of any debt or equity
                      issuances must be used to repay the Facility, but
                      will not be deemed permanent reductions in the
                      Facility. However to the extent the Leverage Ratio
                      exceeds 3.0x,  the portion of the proceeds
                      necessary to reduce the Leverage Ratio to 3.0x will
                      be deemed a permanent facility reduction.

                      Mandatory repayments will be required in connection
                      with foreign currency fluctuations which cause the
                      borrowings of the foreign subsidiaries to exceed
                      their sublimits which are measured in U.S. dollars
                      and marked to market no less frequently than at
                      each interest maturity date.

                      All mandatory prepayments are applied to Facility
                      availability in the inverse order of maturity and
                      reduce all sublimits ratably rounded to the nearest
                      $1,000,000 (unless otherwise agreed upon in
                      writing).

OPTIONAL
PREPAYMENTS:          The Borrowers may voluntarily prepay the
                      outstandings under the Facility at any time without
                      penalty; provided, that any LIBOR breakage costs
                      will be paid by the Borrowers.  In addition, the
                      Borrowers agree to pay the Lenders' costs incurred
                      with respect to any foreign exchange breakage costs 
                      incurred as a result of optional prepayments.  All
                      optional prepayments are applied in the inverse
                      order of maturity.

CONDITIONS PRECEDENT
TO CLOSING:           The closing of the Facility will be subject to
                      conditions precedent reasonably deemed appropriate
                      by the Administrative Agent, including but not
                      limited to:

                      1.   No material adverse change shall have occurred
                      in the condition (financial or otherwise),
                      operations, properties, business, or prospects
                      of the Borrowers and their subsidiaries taken
                      as a whole.

                      2.   Proforma compliance with covenants. 

                      3.   Absence of material litigation.

                      4.   Receipt of corporate and regulatory
                      authorizations.

                      5.   Completion of loan documentation on terms
                      acceptable to the Administrative Agent, its
                      counsel, the Lenders, and the Borrowers.  The
                      applicable loan documents executed in
                      connection with the July 21, 1995 credit
                      facility (the "Existing Facility") shall be
                      amended and restated pursuant to the terms
                      hereof.

                      6.   Legal opinions satisfactory to the
                      Adminstrative Agent including with respect to
                      all security, both domestic and foreign
                      regulatory opinions.

                      7.   Satisfactory resolution of contingent interest
                      under existing facility

                      8.   Satisfactory completion of remaining due
                      diligence items

REPRESENTATIONS & 
WARRANTIES:           Those customarily found in the Administrative
                      Agent's credit agreements for similar financings
                      and any additional representations and warranties
                      reasonably deemed appropriate by the Administrative
                      Agent and the Lenders in the context of the
                      proposed transaction.

FINANCIAL NOTICES &
REPORTS:              ACC Corp. and its subsidiaries will furnish, or
                      cause to be furnished, to each Lender and the
                      Adminstrative Agent:  (i)  quarterly, unaudited,
                      consolidated and  consolidating financial
                      statements of ACC within 45 days of the end of each
                      fiscal quarter, (ii) annual, audited consolidated
                      and unaudited consolidating statements of ACC
                      within 120 days of the end of each fiscal year,
                      with consolidated results prepared in accordance
                      with Generally Accepted Accounting Principles in
                      the United States, (iii) certificates of compliance
                      with financial covenants (with appropriate
                      calculations and computations), as well as
                      certificates of no default, accompanying each
                      quarterly financial statement and certified by an
                      Authorized Signatory (CFO or VP Finance will be
                      included as authorized signatories), and (iv) an
                      annual business plan of each of the Borrowers no
                      later than 30 days prior to the beginning of each
                      fiscal year, including balance sheets, income
                      statements and cash flow statements, all presented
                      on a quarterly basis.









FINANCIAL COVENANTS:  The credit agreement shall include, without
                      limitation, the following covenants:

                      1.   Leverage Ratio - At all times, the ratio of
                      Total Debt to Operating Cash Flow will be
                      equal to or less than:

                      For the Period                       Maximum Ratio
                      Closing  - 03/31/97                         3.50:1
                      04/01/97- 09/30/97                          3.00:1
                      10/01/97 -03/31/98                          2.50:1
                      04/01/98 - thereafter                       2.00:1

                      "Total Debt" is defined as all indebtedness
                      for borrowed money, including capitalized
                      leases, net exposure  payable under hedging
                      agreements, deferred purchase price of
                      property or services, guarantees of
                      indebtedness and letters of credit.  Debt or
                      capital leases recorded on the books of an ACC
                      subsidiary and also guaranteed by ACC in the
                      calculation will be included only one time. 
                      As described elsewhere in the term sheet,
                      capital leases, guarantees, certain tax free
                      borrowings (related to non-profit
                      institutions), and other indebtedness are
                      limited to $25.0 million in aggregate.

                      "Operating Cash Flow" is defined as
                      consolidated pretax income plus interest
                      expense, depreciation, amortization, and other
                      non-cash charges minus interest income,
                      capitalized software costs and any
                      extraordinary gains.  The Operating Cash Flow
                      definition will include or exclude as
                      appropriate, acquisitions and subsidiary
                      divestitures as if such acquisition or
                      divestiture occurred on the first day of such 
                      applicable  period.   Operating Cash Flow will
                      be calculated using the trailing two fiscal
                      quarters multiplied by two until 9/30/97. 
                      Operating cash flow will be calculated on a
                      trailing four fiscal quarters basis beginning
                      10/01/97.

                      2.   Minimum Fixed Charge Coverage Ratio - At all
                      times subsequent to 12/31/96, the Fixed Charge
                      Coverage Ratio will not be less than 1.15:1. 
                      For 1996, consolidated capital expenditures
                      will be limited to $26,400,000.  Up to
                      $40,000,000 related to the Redemption will not
                      be included for purposes of this calculation.
                                                       
                      "Fixed Charge Coverage Ratio" is defined as
                      the ratio of Operating Cash Flow divided by
                      Fixed Charges.

                      "Fixed Charges" means scheduled principal and
                      interest payments plus capital expenditures,
                      cash taxes and cash dividends for the trailing
                      two quarters multiplied by two until 9/30/97. 
                      Fixed charges will be calculated on a trailing
                      four quarters basis beginning 10/1/97. 
                      Acquisitions allowed under the Facility are
                      excluded from capital expenditures. 

                      3.   Minimum Debt Service Coverage Ratio -At all
                      times, the Debt Service Coverage Ratio will
                      not be less than 2.5:1

                      "Debt Service Coverage Ratio" is defined as
                      Operating Cash Flow divided by pro forma
                      principal and interest payments for the
                      succeeding four fiscal quarters.

                      4.   Net Worth Minimum - At all times Net Worth
                      will not be less than $85 million, plus net
                      proceeds from any equity offering plus 50% of
                      Net Income, minus treasury stock impact if any
                      of the Redemption.  The amount will be
                      adjusted upward by the amount transferred from
                      Redeemable Preferred Stock to Common Stock in
                      conjunction with the Fleet Redeemable
                      Preferred conversion process.  Net Worth means
                      common stock, plus additional paid in capital,
                      plus retained earnings, plus cumulative
                      translation adjustment, less treasury stock.

INTEREST RATE
PROTECTION:           Within three months of closing, with respect to 50%
                      of the Facility outstandings, the Borrowers will
                      purchase or enter into interest rate protection
                      arrangements customary for lending transactions of
                      this type and mutually satisfactory to the
                      Administrative Agent and the Borrowers.  The
                      Administrative Agent expects that the minimum tenor
                      would be for two years and the maximum rate
                      selected will be approximately two percentage 
                      points above current market rates.  No interest
                      rate protection is required as long as Facility
                      outstandings are less than $30,000,000.

CURRENCY RATE
PROTECTION:           The Borrowers will maintain at all times currency
                      hedging arrangements reasonably satisfactory to the
                      Administrative Agent.

AFFIRMATIVE COVENANTS:Standard covenants for a facility of this size,
                      type, and purpose including, but not limited to,
                      maintenance of corporate existence, payment of
                      taxes, maintenance of insurance, payment of
                      obligations as they come due, maintenance of
                      property; observance of legal requirements,
                      maintenance of material licenses and
                      authorizations,  compliance with environmental
                      laws, and reasonable inspection of  books and
                      records. 

NEGATIVE COVENANTS:   Standard covenants for a facility of this size,
                      type, and purpose including, but not limited to,
                      the following:

                      1.   Liens:  Prohibited except for statutory liens
                      and specified existing liens and agreed upon
                      purchase money security interests;

                      2.   Other Indebtedness:  Standard language to
                      permit loans under the Facility, subordinated
                      indebtedness utilized to repay the Facility on
                      terms and conditions acceptable to the
                      Required Banks and consistent with the
                      Mandatory prepayments requirements;
                      capitalized leases, guarantees, certain tax
                      free borrowings (related to non-profit
                      institutions) and other indebtedness not to
                      exceed $25.0 million in aggregate. 

                      3.   Guarantees:  Prohibited except for (i)
                      contingent obligations in an aggregate amount
                      to be determined to secure customer service
                      contracts in the ordinary course of business,
                      (ii) contingent obligations in respect of
                      network agreements and network facilities
                      incurred in the ordinary course of business;
                      (iii) guarantees executed in favor of the
                      Administrative Agent for the benefit of the
                      Lenders; (iv) other guarantees, all together
                      with capital leases and other indebtedness not
                      to exceed $25.0 million in aggregate as
                      described above.

                      4.   Mergers:  Limited to mergers of wholly owned
                      subsidiaries and mergers of permitted acquired
                      companies.

                      5.   Joint Ventures: ACC U.K. may enter into joint
                      ventures with other parties to the extent that
                      ACC Corp.'s ownership interest in ACC U.K.
                      does not decline below 80% without written
                      approval from the Required Banks.  ACC may
                      enter into other new joint ventures it does
                      not have a controlling interest in as long as
                      its investment in these ventures does not
                      exceed $5.0 million in any individual entity
                      or $15.0 million in aggregate over the life of
                      the Facility without prior Required Bank
                      approval. If ACC has a controlling interest in
                      the joint venture, meaning greater than a
                      66.6% ownership interest ("Controlled
                      Ventures"), then Controlled  Venture
                      investments are subject to the limitations
                      described under Acquisitions below.

                      6.   Subsidiaries: ACC will not permit its
                      subsidiaries to permit to exist or enter into
                      agreements which would impair or limit their
                      ability to pay dividends to ACC unless
                      approved in writing by the Required Banks.

                      7.   Licenses: No termination by ACC or its
                      subsidiaries of FCC, foreign, and other
                      licenses, franchise agreements and other
                      material contracts if, in the reasonable
                      opinion of Required Banks, such termination
                      would have a material adverse effect.

                      8.   Acquisitions: Investments in the form of
                      acquisitions of all or substantially all of
                      the business or line of business of any other
                      person or investments will be permitted if
                      each such acquisition or investment meets all
                      of the following requirements: (i) the Person
                      to be acquired or invested in shall be a
                      provider of long distance telephone service or
                      other  business reasonably related to the
                      provision of long distance telephone or
                      telecommunications business, (ii) ACC, the
                      Borrowers, or a wholly owned subsidiary shall
                      be the surviving entity and no change of
                      control shall be effected thereby, (iii) the
                      Borrowers shall have demonstrated pro forma
                      compliance with each affirmative, negative and
                      financial covenant prior to the consummation
                      of the acquisition or investment and no
                      default shall exist or be created thereby,
                      (iv) a description of the acquisition or
                      investment and a copy of the related purchase
                      agreement or investment agreement shall have
                      been delivered to the Managing Agents at least
                      15 business days prior to the consummation of
                      the acquisition or investment, (v) if such
                      acquisition or investment causes the aggregate
                      fair market value of the consideration in
                      connection with all such acquisitions or
                      investments during the immediately preceding
                      four fiscal quarters to exceed $25,000,000,
                      the Required Lenders shall have consented to
                      such acquisition or investment, and (vi) the
                      person acquired or invested in (if a
                      subsidiary) shall have become a Borrower of
                      the Facility concurrent with the consummation
                      of the acquisition or investment. 

                      9.   Investments: Financial investments in or
                      loans/advances to other entities (including,
                      but not limited to corporations, partnerships,
                      or joint ventures) will be limited to (i) 
                      investments in the form of acquisitions
                      permitted above, (ii) investments in Joint
                      Ventures permitted in paragraph 5 above, (iii)
                      investments in cash and cash equivalents, (iv)
                      investments and advances existing as of the
                      closing date, and (v) advances in the ordinary
                      course of business to other wholly owned
                      subsidiaries or Controlled Ventures not to
                      exceed $500,000.   Intercompany loans from ACC
                      shall not exceed the following levels:

                      Intercompany                     
                      Borrowing Entity                     Amount
                      ACC Canada                        $30,000,000
                      ACC U.K.                          $25,000,000
                      ACC LEC                           $15,000,000

                      ACC Canada, ACC U.K. and ACC LEC will be
                      allowed to maintain the above levels of
                      intercompany borrowings  and borrow the
                      incremental facilities ($30.0 million, $20.0
                      and $15.0 million respectively) as described
                      elsewhere in this term sheet.  The
                      intercompany loans will be evidenced by
                      promissory notes in form and substance
                      acceptable to the Lenders, which notes shall
                      be pledged to the Lenders and subordinated to
                      the Facility.  An intercompany loan will be
                      permitted from ACC Corp to Redemption Newco to
                      complete the Redemption in an amount not to
                      exceed $40,000,000.

                      10.  Dividends/Stock Repurchase: The Borrowers may
                      not repurchase shares, pay dividends (except
                      to ACC Corp and the existing preferred stock
                      dividends) or make distributions, without
                      prior written bank approval by the Required
                      Banks, except for the Redemption described
                      above. In addition, up to $2,000,000 in
                      officer and employee owned ACC Corp stock may
                      be repurchased in any calendar year as long as
                      the Borrowers can demonstrate proforma
                      compliance with all covenants before and after
                      the share repurchase. 

                      11.  Asset Sales: Limited to sale of assets that
                      generate less than 10% of the Operating Cash
                      Flow for the trailing four quarters so long as
                      no default is existing or would be created
                      thereby.  Asset Sales representing more than
                      10% of Operating Cash Flow shall require
                      Required Banks Approval.
 
EVENTS OF DEFAULT:    Usual and customary for similar financings,
                      including but not limited to (i) failure to pay
                      principal (no grace period) or interest and fees
                      (within 5 business days) when due, (ii)  default in
                      the observance of any affirmative or negative
                      covenant not cured within specified periods, (iii) 
                      inaccurate or false representations and warranties,
                      and (iv)  other usual defaults (as determined by
                      the Administrative Agent) with respect to ACC and
                      its subsidiaries, including cross defaults,
                      insolvency, bankruptcy, change of control, ERISA
                      termination, loss of material licenses or
                      franchises, and judgement defaults in excess of
                      $1,000,000.

ASSIGNMENTS AND
PARTICIPATIONS:       The Lenders are permitted to assign their
                      commitments in minimum amounts of at least
                      $10,000,000.  Participations are permitted with
                      voting rights limited to change in the size of the
                      Facility, amortization, interest rates, release of
                      a material portion of collateral and maturity. 
                      Assignments will be subject to the Borrowers' and
                      the Administrative Agents' consent, which shall not
                      be unreasonably withheld.  Assignments will be
                      subject to a $2,500 fee payable by the Lender to
                      the Administrative Agent.

ADDITIONAL PROVISIONS:Such warranties, additional covenants, events of
                      default, and other terms and conditions as the
                      Administrative Agent customarily requires in
                      similar transactions.

GOVERNING LAW:        North Carolina 
 .

EXPENSES:             The Administrative and Documentation Agents 
                      reasonable attorney's fees, including overseas
                      counsel, and syndication expenses incurred will be
                      reimbursed by ACC, whether or not the transaction
                      contemplated is completed.  The due diligence costs
                      incurred  subsequent to the signing of this term
                      sheet will also be reimbursed by ACC.





