AMENDMENT NO. 6

      This Amendment No. 6 entered into as of March 31, 1999 (this  "Amendment")
by and among GALAXY  TELECOM,  L.P.,  ("GTLP"),  GALAXY  TELECOM  CAPITAL  CORP.
("Capital  Corp.";  and  together  with GTLP,  the  "Borrower"),  the  financial
institutions  party to the Amended and Restated Loan Agreement referred to below
(the  "Lenders"),   and  FLEET  NATIONAL  BANK  ("Fleet"),  a  national  banking
association  organized under the laws of the United States of America,  as agent
for itself and the other Lenders (the "Agent").  Capitalized  terms used but not
otherwise  expressly  defined herein shall have the meanings assigned thereto in
the Loan Agreement (as such term is defined below).

PRELIMINARY STATEMENTS:

      WHEREAS, the Borrower, the Lenders, and the Agent have entered into an
Amended and Restated Loan Agreement dated as of September 28, 1995, as
amended by Amendment No. 1 dated as of October 21,1996, Amendment No. 2 dated
as of March 28, 1997, Amendment No. 3 dated as of November 14, 1997,
Amendment No. 4 dated as of March 27, 1998 and Amendment No. 5 dated as of
August 31, 1998 (as amended, the "Loan Agreement").  Capitalized terms used
herein and not otherwise defined shall have the meanings specified in the
Loan Agreement;

      WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Loan Agreement;

      NOW, THEREFORE,  in consideration of the mutual covenants herein contained
and good and  valuable  consideration,  the  receipt  and  adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

      1.    Amendment.  The parties hereto agree that the Loan Agreement is
      hereby amended as follows:

            (a) Total Indebtedness and Senior Indebtedness  Coverage.  Effective
                as of the date hereof,  Section  5.1.10 of the Loan Agreement is
                hereby  amended by replacing  the required  ratio for the period
                from April 1, 1999  through  June 30,  1999 and the period  from
                July 1, 1999  through  December  31,  1999 with the  period  and
                ratios set forth below opposite such period:

                                                Total             Senior
                                                Indebtedness

      Indebtedness

                                                Ratio             Ratio

                  April 1, 1999 through               6.75:1.00
      2.00:1.00
                  December 31, 1999

            (b) Total  Indebtedness  per  Subscriber.  Effective  as of the date
                hereof,  clause (B) of Section  5.1.11 of the Loan  Agreement is
                hereby amended to read as follows:

                  "(B)  $1,100:1.00  for the  period  from  September  30,  1998
         through  December  31, 1998 and $1,175 for the period  from  January 1,
         1999 through December 31, 1999,"

            (c) Interest  Coverage.  Effective  as of the date  hereof,  Section
                5.1.12 of the Loan  Agreement is hereby  amended by deleting the
                period  "July 1, 1999  through  December 31, 1999" and the ratio
                for such  period  and by  substituting  the  following  in place
                thereof:

                  July 1, 1999 through                            1.25:1.00
                  December 31, 1999

      2. Minimum Ratio of Operating  Cash Flow to Total Debt Service.  Effective
as of the date hereof,  it is agreed that, to the extent that the Borrower makes
principal  payments  on the  Loans  in  accordance  with  Sections  2.1.2(b)  or
2.1.7.2(b) of the Loan Agreement during 1999, such principal  payments shall not
be included in calculating Total Debt Service for 1999.

      3. Principal  Amortization.  Notwithstanding  anything to the contrary set
forth  in the  Loan  Agreement,  (i) the net  cash  proceeds  (after  reasonable
expenses)  of all System  Asset Sales  occurring  from the date hereof until the
close of business on December 31, 1999,  and (ii) the net cash  proceeds  (after
reasonable  expenses)  received by the Borrower,  GTI and/or LLC from any equity
investment  in, or  Indebtedness  for  Borrowed  Money  incurred  by, any of the
Borrower,  GTI and/or LLC,  shall be applied in the following  manner:  (A) with
respect  to any such  System  Asset  Sale,  equity  investment  or  Indebtedness
incurrence  occurring prior to the Conversion Date, such net cash proceeds shall
be paid to the Agent and held by the Agent in escrow until July 1, 1999 and then
applied on July 1, 1999 to prepay the principal amortization of the Loans due on
September  30, 1999 and December  31, 1999,  (B) with respect to any such System
Asset Sale, equity investment or Indebtedness  incurrence  occurring on or after
July 1, 1999, such net cash proceeds shall be immediately  paid to the Agent and
immediately  applied to prepay the  principal  amortization  of the Loans due on
September 30, 1999 and December 31, 1999 and (C) with respect to any such System
Asset Sale, equity  investment or Indebtedness  incurrence the net cash proceeds
of which are in excess of the  amounts to be applied as  provided in (A) and (B)
above, such excess net cash proceeds shall be applied to prepay the Loans in the
inverse  order of maturity and with respect to any such  prepayment of the Loans
occurring  prior to the Conversion  Date,  the  Commitment  shall be permanently
reduced  by a like  amount.  Any  amendment  to or  waiver  of the  terms of the
foregoing  sentence shall be deemed to require the consent of all of the Lenders
as provided for under Section 9.5(vii) of the Loan Agreement. In addition to the
foregoing,  in the  event  that the Loans  have not been  repaid in full and the
Commitment  terminated on or before June 30, 1999, it shall  constitute an Event
of Default under the Loan  Agreement if the amount of  Management  Fees actually
paid by the Borrower to the Manager during any fiscal  quarter,  commencing with
the fiscal quarter  commencing on July 1, 1999,  shall exceed an amount equal 3%
of the  Gross  Revenues  of the  Borrower  (other  than  from  the sale or other
disposition of a capital asset) during such fiscal quarter.

      4. Amendment Fee. The Borrower  agrees to pay an amendment fee for the Pro
Rata  account of each Lender in an aggregate  amount equal to $139,750.  The Pro
Rata  portion of such fee due to State  Street Bank and Trust  Company  shall be
paid  directly to State Street Bank and Trust  Company on the date  hereof.  The
remaining  portion  of such  fee  shall  be paid to the  Agent  for the Pro Rata
accounts of the other  Lenders on June 1, 1999,  provided  that if the Loans are
refinanced  and the  Commitment  is  terminated  on or before June 1, 1999,  the
payment of such remaining portion shall be deemed to be waived.

      5. Conditions.  This Amendment is subject to the provisions of Section 9.5
of the Loan Agreement,  and shall become  effective,  as of the date first above
written, upon the satisfaction of the following conditions precedent:

                (a)receipt  by the  Agent  of  counterparts  of  this  Amendment
                   executed by the Borrowers and the Lenders,  and  counterparts
                   of the Consent appended hereto executed by the Guarantors;

                 (b)such other items or  documents  as may be  requested  by the
                    Agent or the Lenders.

      6.  Miscellaneous.  This  Amendment  shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.  All parts of the
Loan Agreement not affected by this  Amendment are hereby  ratified and affirmed
in all  respects,  provided that if any  provision of the Loan  Agreement  shall
conflict or be  inconsistent  with this  Amendment,  the terms of this Amendment
shall  supersede  and  prevail.  Upon and after the date of this  Amendment  all
references to the Loan Agreement in that document, or in any Financing Document,
shall mean the Loan Agreement as amended by this Amendment.  Except as expressly
provided in this  Amendment,  the execution and delivery of this  Amendment does
not and will not amend,  modify or supplement  any provision of, or constitute a
consent  to or a waiver of any  noncompliance  with the  provisions  of the Loan
Agreement,  and,  except as specifically  provided in this  Amendment,  the Loan
Agreement shall remain in full force and effect.

     7.  Representations  and  Warranties.  The Borrower  hereby  represents and
warrants to the Lenders and the Agent that the  representations  and  warranties
set  forth in  Section  4 of the Loan  Agreement  are  true and  correct  in all
material respects as of the date hereof. The Borrower hereby agrees to indemnify
and hold the Lenders and the Agent  harmless  from and against any claim,  cost,
damage (including without limitation consequential damages),  expense (including
without limitation reasonable attorneys' fees and expenses), loss, liability, or
judgment now or hereafter arising as a result of any claim against the Borrower,
the Lenders  and/or the Agent arising out of the  transactions  contemplated  by
this  Amendment.  The  provisions of this Section  shall  continue in effect and
shall  survive  (among  other  events)  any   termination  of  this   Agreement,
foreclosure,  a deed in lieu  transaction,  payment and satisfaction of the Note
and other obligations of the Borrower  hereunder,  and release of any collateral
for the Loans.

     8.   Counterparts.   This   Amendment  may  be  executed  in  one  or  more
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken  together  shall  constitute  but one and the
same agreement.  Delivery of an executed counterpart of a signature page to this
Amendment by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Amendment.

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the day and year first above written, under seal.

                                   BORROWERS:

                              GALAXY TELECOM, L.P.

                                          By: Galaxy Telecom, Inc., its

                                 general partner

                                          By:____________________________

                                      Name:

                                     Title:

                                          GALAXY TELECOM CAPITAL CORP.

                                          By:_______________________

                                      Name:

                                     Title:


<PAGE>



                                          LENDERS:

                                          FLEET NATIONAL BANK, as Agent and

                                   as a Lender

                                          By:____________________________

                                      Name:

                                     Title:

                                          STATE STREET BANK AND TRUST COMPANY

                                          By:____________________________

                                      Name:

                                     Title:

                                   UNION BANK

                                          By:____________________________

                                      Name:

                                     Title:

                                          THE FIRST NATIONAL BANK OF CHICAGO

                                          By:____________________________

                                      Name:

                                     Title:


<PAGE>


                                   CONSENT

                          Dated as of March 31, 1999

     Each of GALAXY  TELECOM , INC.,  as Guarantor  under an Unlimited  Guaranty
dated as of December 23, 1994 (as amended,  the "General Partner Guaranty"),  as
Grantor  under a  Security  Agreement  dated as of  December  23,  1994,  and as
Assignor  under  a  Collateral  Assignment  of  Contracts,   Leases,   Licenses,
Easements,  Permits and Franchises,  a Collateral Assignment of Easements, and a
Collateral  Assignment  and  Pledge of  Partnership  Interest,  each dated as of
December  23, 1994 (as amended,  collectively,  the  "General  Partner  Security
Documents") , and GALAXY  TELECOM  INVESTMENTS,  L.L.C.,  as Guarantor  under an
Unlimited  Guaranty dated as of December 23, 1994 (as amended,  the "Investments
Guaranty"), as Grantor under a Security Agreement dated as of December 23, 1994,
and as Assignor under a Collateral Assignment and Pledge of Partnership Interest
dated as of  December  23,  1994 (as  amended,  collectively,  the  "Investments
Security  Documents"),  hereby consents to the foregoing  Amendment No. 6 to the
Loan  Agreement,  and hereby  confirms  and agrees that (i) the General  Partner
Guaranty and the Investments Guaranty,  and each of the General Partner Security
Documents and the Investments  Security  Documents is, and shall continue to be,
in full force and effect and is hereby  ratified  and  confirmed in all respects
except that,  upon the  effectiveness  of and on and after the date of Amendment
No. 6, each reference in such Guaranty to the Loan Agreement shall mean and be a
reference to the Loan  Agreement as amended by Amendment No. 6, and (ii) each of
the General Partner Security  Documents and the Investments  Security  Documents
and all of the  collateral  described  therein do, and shall continue to, secure
the payment of all of the  Obligations  (as defined  therein).  LLC agrees to be
bound by and comply with the  provisions of Section 3 of Amendment No. 6, to the
extent the same applies to LLC.

                                    GALAXY TELECOM, INC.

                                    By:_______________________________________
                                          Name:

                                          Title:

                                    GALAXY TELECOM INVESTMENTS, L.L.C.

                                    By:_______________________________________
                                          Name:

                                          Title: