v

030432:109398 #354844 v6
Loan Agreement
Fleet/Galaxy Telecom L.P.





























                                 LOAN AGREEMENT

                                  BY AND AMONG

                              GALAXY TELECOM, L.P.,

                          GALAXY TELECOM CAPITAL CORP.,

                                       AND

                    FLEET NATIONAL BANK, AS AGENT AND LENDER


                                       AND

                     THE OTHER FINANCIAL INSTITUTIONS NOW OR

                            HEREAFTER PARTIES HERETO

                              $5,000,000 TERM LOAN

                                 March 31, 2000


<PAGE>




                                    INDEX TO

                                 LOAN AGREEMENT

                                                                            Page

ARTICLE 1. DEFINITIONS AND ACCOUNTING AND OTHER TERMS                 1

Section 1.1.         Certain Defined Terms.                           1
Section 1.2.         Accounting Terms                                12
Section 1.3.         Other Terms                                     12

ARTICLE 2. AMOUNT AND TERMS OF THE LOANS                             13

Section 2.1.         The Loan                                        13
Section 2.1.1.       The Loan                                        13
Section 2.1.2.       Intentionally Omitted                           13
Section 2.1.3.       Intentionally Omitted                           13
Section 2.2.         Intentionally Omitted                           13
Section 2.3.         Interest and Fees on the Loan                   13
Section 2.3.1.       Interest                                        13
Section 2.3.2.       Intentionally Omitted                           13
Section 2.3.3.       Fees                                               13
Section 2.3.4.       Increased Costs - Capital                       13
Section 2.4.         Notations                                       14
Section 2.5.         Computation of Interest and Fees                14
Section 2.6.         Time of Payments and Prepayments in
                     Immediately Available Funds and Setoff          14
Section 2.6.1.       Time                                               14
Section 2.6.2.       Setoff, etc.                                    15
Section 2.6.3.       Unconditional Obligations and No Deductions     16
Section 2.7.         Prepayment and Certain Payments                 16
Section 2.7.1.       Mandatory Payments                              16
Section 2.7.2.       Voluntary Prepayments                           16
Section 2.7.3.       Intentionally Omitted                           17
Section 2.7.4.       Intentionally Omitted                           17
Section 2.7.5.       Intentionally Omitted                           17
Section 2.8.         Payment on Non-Business Days                    17
Section 2.9.         Use of Proceeds                                 17

ARTICLE 3. CONDITIONS OF LENDING                                     17

Section 3.1.         Conditions Precedent to the Commitment and to the Loan   17
Section 3.1.1.       The Commitment and the Loan                     17

ARTICLE 4. REPRESENTATIONS AND WARRANTIES                            19

Section 4.1.         Representations and Warranties of the
                     Borrower                                        19
Section 4.1.1.       Organization and Existence                      19
Section 4.1.2.       Authorization and Absence of Defaults           19
Section 4.1.3.       Acquisition of Consents                         19
Section 4.1.4.       Validity and Enforceability                     20
Section 4.1.5.       Financial Information                           20
Section 4.1.6.       No Litigation                                   20
Section 4.1.7.       Regulation U                                    20
Section 4.1.8.       Absence of Adverse Agreements                   21
Section 4.1.9.       Taxes                                           21
Section 4.1.10.      ERISA                                           21
Section 4.1.11.      Ownership of Properties                         22
Section 4.1.12.      Accuracy of Representations and Warranties      22
Section 4.1.13.      Senior Subordinated Note Representations
                     and Warranties                                  22
Section 4.1.14.      No Investment Company                           23
Section 4.1.15.      Solvency, etc.                                  23
Section 4.1.16.      Approvals                                       23
Section 4.1.17.      Ownership Interests                             23
Section 4.1.18.      Licenses, Registrations, Compliance with
                     Laws, etc.                                      23
Section 4.1.19.      Principal Place of Business; Books and
                     Records                                         24
Section 4.1.20.      Subsidiaries                                    24
Section 4.1.21.      Franchises, etc.                                24
Section 4.1.22.      Copyright                                       24
Section 4.1.23.      Basic Subscribers                               24
Section 4.1.24.      Environmental Compliance                        24
Section 4.1.25.      Material Contracts                              25
Section 4.1.26.      Patents, Trademarks and Other Property
                     Rights                                          25
Section 4.1.27.      Related Documents                               25
Section 4.1.28.      Transfer of Assets                              25

ARTICLE 5. COVENANTS OF THE BORROWER                                 25

Section 5.1.         Affirmative Covenants of the Borrower Other
                     than Reporting Requirements                     25
Section 5.1.1.       Payment of Taxes, etc.                          26
Section 5.1.2.       Maintenance of Insurance                        26
Section 5.1.3.       Preservation of Existence, etc.                 26
Section 5.1.4.       Compliance with Laws, etc.                      26
Section 5.1.5.       Visitation Rights                               26
Section 5.1.6.       Keeping of Records and Books of Account         27
Section 5.1.7.       Maintenance of Properties, etc.                 27
Section 5.1.8.       Accounting System                               27
Section 5.1.9.       Other Documents, etc.                           27
Section 5.1.10.      Maximum Total Indebtedness and Maximum
                     Senior Indebtedness to Annualized Operating
                     Cash Flow                                       27
Section 5.1.11.      Maximum Senior Indebtedness to Basic
                     Subscribers                                     27
Section 5.1.12.      Minimum Ratio of Operating Cash Flow to
                     Interest Expense                                27
Section 5.1.13.      Intentionally Omitted                           28
Section 5.1.14.      Minimum Fixed Charge Coverage                   28
Section 5.1.15.      Intentionally Omitted                           28
Section 5.1.16.      Officer's Certificates and Requests             28
Section 5.1.17.      Depository                                      28
Section 5.1.18.      Chief Executive Officer                         28
Section 5.1.19.      Completion of Improvements                      28
Section 5.1.20.      Notice of Purchase of Real Estate and
                     Leases                                          28
Section 5.1.21.      Additional Assurances                           28
Section 5.1.22.      Appraisals                                      29
Section 5.1.23.      Environmental Compliance                        29
Section 5.1.24.      Remediation                                     29
Section 5.1.25.      Site Assessments                                29
Section 5.1.26.      Indemnity                                       29
Section 5.1.27.      Intentionally Omitted                           29
Section 5.1.28.      Intentionally Omitted                           29
Section 5.2.         Negative Covenants of the Borrower              29
Section 5.2.1.       Liens, etc.                                     29
Section 5.2.2.       Assumptions, Guaranties, etc. of
                     Indebtedness of Other Persons                   31
Section 5.2.3.       Sale of Assets Dissolution, etc.                31
Section 5.2.4.       Change in Nature of Business                    31
Section 5.2.5.       Ownership                                       31
Section 5.2.6.       Sale and Leaseback                              31
Section 5.2.7.       Sale of Accounts, etc.                          31
Section 5.2.8.       Indebtedness                                    32
Section 5.2.9.       Other Agreements                                32
Section 5.2.10.      Payment or Prepayment of Equity                 32
Section 5.2.11.      Dividends, Payments and Distributions           32
Section 5.2.12.      Investments in or to Other Persons              33
Section 5.2.13.      Transactions with Affiliates                    33
Section 5.2.14.      Change of Fiscal Year                           34
Section 5.2.15.      Subordination of Claims                         34
Section 5.2.16.      Compliance with ERISA                           34
Section 5.2.17.      Capital Expenditures                            34
Section 5.2.18.      Hazardous Waste                                 34
Section 5.2.19.      Payments on Senior Subordinated Notes           34
Section 5.3.         Reporting Requirements                          35

ARTICLE 6. EVENTS OF DEFAULT                                         37

Section 6.1.         Events of Default                               37

ARTICLE 7. REMEDIES OF LENDERS                                       41

ARTICLE 8. ADMINISTRATIVE AGENT                                      41

Section 8.1.         Appointment                                     41
Section 8.2.         Powers; General Immunity                        42
Section 8.2.1.       Duties Specified                                42
Section 8.2.2.       No Responsibility for Certain Matters           42
Section 8.2.3.       Exculpatory Provisions                          42
Section 8.2.4.       Agent Entitled to Act as Lender                 43
Section 8.3.         Representations and Warranties; No
                     Responsibility for Appraisal of
                     Creditworthiness                                43
Section 8.4.         Right to Indemnity                              43
Section 8.5.         Payee of Note Treated as Owner                  44
Section 8.6.         Resignation by Agent                            44
Section 8.7.         Successor Agent                                 44

ARTICLE 9. MISCELLANEOUS  45

Section 9.1.         Consent to Jurisdiction and Service of
                     Process                                         45
Section 9.2.         Rights and Remedies Cumulative                  45
Section 9.3.         Delay or Omission Not Waiver                    46
Section 9.4.         Waiver of Stay or Extension Laws                46
Section 9.5.         Amendments, etc.                                46
Section 9.6.         Addresses for Notices, etc.                     47
Section 9.7.         Costs, Expenses and Taxes                       48
Section 9.8.         Participations                                  48
Section 9.9.         Binding Effect; Assignment                      49
Section 9.10.        Actual Knowledge                                49
Section 9.11.        Substitutions and Assignments                   49
Section 9.12.        Payments Pro Rata                               51
Section 9.13.        Governing Law                                   51
Section 9.14.        Severability of Provisions                      51
Section 9.15.        Headings                                        51
Section 9.16.        Counterparts                                    52
Section 9.17.        Senior Indebtedness                             52
Section 9.18.        Joint and Several Obligations                   52
Section 9.19.        Pledge to Federal Reserve                       52
Section 9.20.        Replacement Documents                           52
Section 9.21         Guaranty of Capital Corp.                       52


<PAGE>



                              SCHEDULE OF EXHIBITS

        1.2          Franchises
        1.3          Ownership Interests
        1.5          Form of Note
        1.7          Permitted Encumbrances
        1.8          Pro Rata Shares
        1.9          Form of Borrowing Request
        2.6.1        Lenders' Wire Transfer Instructions
        3.1.1.3      Opinion of Borrower's Counsel and Borrower's FCC
                     Counsel

        4.1.1        Jurisdictions of Incorporation, Foreign
                     Qualifications

        4.1.6        Litigation
        4.1.11       Real Property
        4.1.18       Governmental Permits
        4.1.21       Licenses, Franchises
        4.1.22       Copyrights
        4.1.24       Hazardous Waste
        4.1.25       Material Contracts
        4.1.26       Intellectual Property
        4.1.28       GTI Assets Not Transferred
        5.2.2        Guaranties
        5.3.5        Form of Compliance Certificate
        9.11.1       Form of Substitution Agreement


<PAGE>



Loan Agreement

Fleet/Galaxy $5 Million Term Loan

030432:109398 #354844 v6
Loan Agreement
Fleet/Galaxy $5 Million Term Loan

                                 LOAN AGREEMENT

     LOAN  AGREEMENT  dated as of March 31,  2000 by and among  GALAXY  TELECOM,
L.P., a Delaware limited partnership ("GTLP" and "Borrower"), and GALAXY TELECOM
CAPITAL CORP., a Delaware corporation  ("Capital Corp."),  each with a principal
place of business  at 1220 North Main  Street,  Sikeston,  Missouri  63801,  the
financial  institutions party hereto from time to time (the "Lenders") and FLEET
NATIONAL BANK, a national  banking  association  organized under the laws of the
United States and having an office at One Federal Street, Boston,  Massachusetts
02110 ("Fleet"), as agent for the Lenders (the "Agent") and as a Lender.

                                             NOW  THEREFORE,  in  consideration
of the premises and of the mutual covenants and agreements contained herein, the
parties hereto hereby agree as follows:

                                    ARTICLE 1

                   DEFINITIONS AND ACCOUNTING AND OTHER TERMS

     Section  1.1.  Certain  Defined  Terms.  As  used in  this  Agreement,  the
following  terms shall have the following  meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

     "Active  Plant"  shall mean  coaxial  and/or  fiberoptic  television  cable
together  with all  amplifiers  and  electronics  which has been  connected to a
Headend,  has been  energized and is capable of carrying  television  signals to
Basic  Subscribers  with only the addition of a drop-line  from such  television
cable to the Unit in question.

     "Affiliate"  means  singly  and  collectively,  any  Person  (other  than a
Subsidiary) which,  directly or indirectly,  is in control of, is controlled by,
or is under common control with, the Borrower.  For purposes of this definition,
a Person  shall be deemed to be  "controlled  by" the  Borrower if the  Borrower
possesses,  directly or indirectly,  power either to (i) vote 10% or more of the
securities  having  ordinary  voting power for the election of directors of such
Person or (ii) direct or cause the direction of the  management  and policies of
such  Person  whether by contract or  otherwise,  and the legal  representative,
successor or assign of any such Person.

     "Affiliate   Subordination   Agreement"   means  that   certain   Affiliate
Subordination  Agreement between GTLP, GTI, LLC, the Manager, the Lenders, Tommy
L. Gleason,  Jr., James M. Gleason, J. Keith Davidson,  Vantage,  Vista, and the
Investors dated as of December 23, 1994, and any other  affiliate  subordination
agreement  executed  from  time to time by any  Affiliate  of the  Borrower,  as
amended or otherwise modified from time to time.

     "Affiliate  Subordinated  Indebtedness" means Indebtedness of the Borrower,
GTI and/or LLC to Affiliates of the Borrower which has been  subordinated to the
Obligations pursuant to terms and conditions satisfactory in all respects to the
Majority  Lenders and which contains terms and conditions which are satisfactory
in all respects to the Majority Lenders.

     "Agent"  means Fleet or any other  Person  which is at the time in question
serving as the agent under the terms of Article 8 hereof.

     "Agreement" means this Loan Agreement, as the same may from time to time be
amended or otherwise modified.

     "Alternate Base Rate" means the greater of (i) the Prime Rate per annum and
(ii) the Federal Funds Rate plus 0.50% per annum.

     "A.M." means a time from and including 12 o'clock midnight to and excluding
12 o'clock noon on any Business Day using Eastern Standard (Daylight Savings)
time.

     "Annualized  Operating  Cash Flow" means  Operating  Cash Flow for the most
recently  ended calendar month and for the two  immediately  preceding  calendar
months based on the Borrower's accurate monthly financial statements provided to
the Lenders in  accordance  with  Sections  5.3.3(a)  and 5.3.7 for the calendar
months in question times four.

     "Asset Sale" means any sale or other  transfer by the Borrower,  GTI or any
of the Borrower's Subsidiaries of any interest in any of the assets or rights of
the Borrower,  GTI or the Borrower's  Subsidiaries out of the ordinary course of
business  having an aggregate  value,  when  combined  with all prior such sales
during the term of this  Agreement  in excess of  $500,000,  other than a System
Asset Sale and the sale of  obsolete  or worn out  equipment  no longer  used or
usable in the business of the Borrower,  GTI or applicable  Subsidiary which the
Borrower, GTI or applicable Subsidiary does not substantially  contemporaneously
replace.

     "Basic  Service"  shall mean the  simultaneous  delivery by the Borrower to
television receivers (or any other suitable audio- video communication receiver)
of Basic Subscribers of the basic level full cable television service offered by
the Borrower.

     "Basic  Subscriber"  shall mean a Person  located in a Unit Passed which is
connected by a drop line to the  Borrower's  cable  television  system,  who has
contracted  to pay for the right to receive  Basic  Service over the  Borrower's
cable  television  system,  who has paid at least one regular monthly payment in
addition to any  initial  deposits,  and whose  account is not more than 60 days
past due.

     "Borrowed  Money" means any  obligation to repay funded  Indebtedness,  any
Indebtedness  evidenced  by notes,  bonds,  debentures,  guaranties  or  similar
obligations  including  without  limitation the Loan and any obligation  under a
conditional sale or other title retention  agreement,  the net aggregate rentals
under any  Capitalized  Lease  Obligation or any lease which is the  substantial
equivalent  of the  financing  of the  property  so  leased,  any  reimbursement
obligation  for any letter of credit and any  obligations in respect of banker's
and other acceptances or similar obligations.

     "Borrower"  has  the  meaning  assigned  in the  first  paragraph  of  this
Agreement.

     "Borrowing Request" has the meaning specified in Section 2.2 hereof.

     "Budget" has the meaning assigned to such term in Section 5.3.9.

     "Business Day" means any day on which banks in Boston, Massachusetts or New
York, New York are not authorized or required to close.

     "Capital Corp." has the meaning specified in the recitals hereto.

     "Capital  Expenditures"  means all  expenditures  paid or  incurred  by the
Borrower  or  any  of its  Subsidiaries  in  respect  of  (i)  the  acquisition,
construction,   improvement  or  replacement  of  land,  buildings,   machinery,
equipment  or any other  fixed  assets  or  leaseholds,  and (ii) to the  extent
related to and not included in (i) above,  materials,  contract labor and direct
labor,  which  expenditures  have been or should  be, in  accordance  with GAAP,
capitalized on the books of the Borrower or such Subsidiary. Where a fixed asset
is acquired by a lease which is required to be capitalized pursuant to statement
of financial accounting standards number 13 or any successor thereto, the amount
required to be capitalized in accordance  therewith shall be considered to be an
expenditure in the year such asset is first leased.

     "Capitalized Lease Obligations" means all lease obligations which have been
or should be, in accordance with GAAP, capitalized on the books of the lessee.

     "Cash   Equivalent   Investments"   means  any  Investment  in  (i)  direct
obligations  of the United  States or any agency,  authority or  instrumentality
thereof, or obligations guaranteed by the United States or any agency, authority
or  instrumentality  thereof,  whether  or not  supported  by the full faith and
credit of, a right to borrow from or the ability to be  purchased  by the United
States;  (ii)  commercial  paper  rated in the  highest  grade  by a  nationally
recognized  statistical  rating  agency or  which,  if not  rated,  is issued or
guaranteed by any issuer with  outstanding  long-term  debt rated A or better by
any  nationally  recognized  statistical  rating  agency;  (iii) demand and time
deposits with, and  certificates of deposit and bankers  acceptances  issued by,
any office of the Agent or any other bank or trust  company  which is  organized
under  the laws of the  United  States  or any state  thereof  and has  capital,
surplus and undivided profits aggregating at least $500,000,000, the outstanding
long-term  debt of which  is  rated A or  better  by any  nationally  recognized
statistical rating agency;  (iv) any short-term note which has a rating of MIG-2
or better by Moody's  Investors  Service  Inc. or a  comparable  rating from any
other nationally recognized statistical rating agency; (v) any municipal bond or
other  governmental  obligation  (including  without  limitation  any industrial
revenue  bond or  project  note)  which is rated A or better  by any  nationally
recognized  statistical rating agency;  (vi) any other obligation of any issuer,
the  outstanding  long-term debt of which is rated A or better by any nationally
recognized statistical rating agency; or (vii) any repurchase agreement with any
financial  institution  described in clause (iii) above,  relating to any of the
foregoing  instruments and fully  collateralized by such instruments.  Each Cash
Equivalent Investment shall have a maturity of less than one year at the time of
purchase; provided that the maturity of any repurchase agreement shall be deemed
to be the repurchase date and not the maturity of the subject  security and that
the maturity of any variable or floating  rate note subject to prepayment at the
option of the holder shall be the period remaining  (including any notice period
remaining) before the holder is entitled to prepayment.

     "Change of Control"  means any one of the  following  events:  (i) Tommy L.
Gleason, Jr., James C. Gleason and/or Tommy L. Gleason, Sr. own less than 51% of
the common  equity  interests  in the Manager or  Management  LLC,  respectively
(other than transfers to trusts for the benefit of their respective wives and/or
children for estate planning purposes so long as the transferor involved retains
effective  control over the  disposition  and voting of such interests and other
than  transfers  to their  respective  executors  and  administrators  following
death),  (ii) Tommy L. Gleason,  Jr.,  James C. Gleason and/or Tommy L. Gleason,
Sr. own less than 51% of the common  equity  interests in LLC which they hold as
of the date  hereof  (other  than  transfers  to trusts for the benefit of their
respective  wives and/or  children for estate  planning  purposes so long as the
transferor involved retains effective control over the disposition and voting of
such  interests  and other than  transfers  to their  respective  executors  and
administrators  following death), or (iii) any change in the ownership of GTI or
LLC such that the Investors own,  collectively,  beneficially and of record less
than 51% of the voting  equity  interests in GTI or LLC and less than 51% of the
notes which LLC is issuing to them as of the date  hereof.  Notwithstanding  the
foregoing, no Change of Control shall be deemed to occur hereunder upon any sale
of the equity  securities  of the  Borrower in an offering  registered  with the
Securities  and Exchange  Commission  under the  Securities Act of 1933 provided
that the  Borrower  receives for its own use the net (after  expenses)  proceeds
thereof.

     "Closing  Costs"  means the  following  costs  incurred by the  Borrower in
connection with the Loan: (i) the fees payable pursuant to Section 2.3.3 hereof,
(ii)  all  out-of-pocket  expenses  reimbursed  to  others  by the  Borrower  in
connection  with the  closing  of the Loan and  (iii)  any  administrative  fees
payable to the Agent in connection with the syndication of the Loan.

     "Closing Date" means the date on which all of the conditions  precedent set
forth in Section 3.1 of this Agreement have been satisfied.

     "Code"  means the  Internal  Revenue  Code of 1986 as amended  from time to
time.

     "Commitment"  means the Lenders'  several  commitments to make the Loan, as
set forth in Section 2.1.1 hereof.

     "Commonly  Controlled Entity" means a Person,  whether or not incorporated,
which is under common  control  with the Borrower  within the meaning of section
414(b) or (c) of the Code.

     "Default"  means an event or  condition  which with the giving of notice or
lapse of time or both would become an Event of Default.

     "Discharged Rights and Obligations" shall have the meaning assigned to such
term in Section 9.11.4.

     "Dollars"  and the sign "$" mean  lawful  money  of the  United  States  of
America.

     "Effective  Rate" means,  between the Closing  Date and June 30, 2000,  the
Alternate  Base  Rate  plus 2% per  annum  and from  July 1,  2000  through  the
Repayment Date, the Alternate Base Rate plus 4% per annum

     "Equity"  means the  investments by the Investors and the Management LLC in
GTI and LLC, and in turn by GTI and LLC in GTLP.

     "Equity Documents" means, collectively, all material documents entered into
by the Borrower,  any of its Subsidiaries,  GTI, LLC,  Management LLC and/or the
Investors in  connection  with the  investment  of the Equity or the  Additional
Equity.

     "ERISA"  means the  Employment  Retirement  Income  Security Act of 1974 as
amended from time to time.

     "Events of Default" has the meaning assigned to that term in Section 6.1 of
this Agreement.

     "Exhibit"  means,  when followed by a letter,  the exhibit attached to this
Agreement  bearing that letter and by such reference fully  incorporated in this
Agreement.

     "FCC" shall mean the Federal  Communications  Commission  and any successor
governmental  agency  performing  functions  similar to those  performed  by the
Federal Communications Commission on the date hereof.

     "FCC  License"  means any  license or permit  issued by the FCC,  including
without  limitation  licenses  issued for the  operation  of  community  antenna
television systems,  community antenna relay systems,  microwave systems,  earth
stations and business and other two-way radios.

     "Federal  Funds  Rate"  means,  for any day,  the rate per  annum  (rounded
upward, if necessary, to the nearest 1/16th of 1%) 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 on such day, as published by
the Federal  Reserve  Bank of New York,  provided  that (i) if such day is not a
Business  Day,  the  Federal  Funds Rate for such day shall be such rate on such
transactions on the next succeeding Business Day as so published, and (ii) if no
such rate is so  published  on such next  succeeding  Business  Day, the Federal
Funds Rate for such day shall be the  average  rate  quoted to the Agent on such
day on such transactions as determined by the Agent in its discretion.

     "Financeable  Interest"  shall have the  meaning  assigned  to such term in
Section 2.3.2.

     "Financing Documents" means,  collectively,  this Agreement, the Notes, the
Security  Documents,  and each other  agreement,  instrument  or document now or
hereafter executed in connection herewith or therewith.

     "Fixed Charge  Covenant  Ratio" means,  as of the last day of each calendar
month, a fraction,  the numerator of which shall be an amount equal to Operating
Cash Flow for such  month  and each of the two  immediately  preceding  calendar
months times four less (a) Capital Expenditures made by the Borrower (other than
those Capital  Expenditures paid for with (i) purchase money Indebtedness,  (ii)
Loans,  (iii) cash (except to the extent that the Borrower's cash balance at the
end of such calendar month is less than  $1,500,000),  or (iv) Capitalized Lease
Obligations  permitted to exist under this Agreement) and its Subsidiaries times
four and (b) Permitted Restricted Payments paid during such three calendar month
period in each case times four, and the  denominator of which shall be an amount
equal to Total Debt Service (exclusive of voluntary  prepayments of principal on
the Loans and exclusive of Closing  Costs) for such three  calendar month period
times four.

     "Franchise" means any franchise, permit, license, right of entry agreement,
other authorization or other right granted by any governmental unit or authority
or any private association,  incorporated or otherwise, for the construction and
operation of a cable  television  system or the  reception and  transmission  of
signals by microwave, including without limitation any FCC License.

     "Franchise  Agreement"  means the ordinance,  agreement,  contract or other
documents  stating the terms and conditions of any Franchise,  including without
limitation  all exhibits  and  schedules  thereto,  all  amendments  thereof and
consents,  waivers and extensions issued thereunder,  any documents incorporated
therein by reference and any application upon which such Franchise was granted.

     "Franchise Area(s)" means the communities listed on Exhibit 4.1.21 hereto.

     "GAAP" means generally accepted  accounting  principles in effect from time
to time in the United States of America.

     "Gross Revenues" means all revenues derived directly or indirectly from the
operation or use of the Systems  (other than revenues from a refinancing or sale
of all or part of the  Systems),  including,  without  limitation,  revenue from
subscriber service fees,  auxiliary service fees,  installation and reconnection
fees,  leased  channel  fees,  converter  rentals,  studio  rentals,  late fees,
production  equipment and personnel  fees and  advertising  revenues;  provided,
however,  that  "Gross  Revenues"  shall not  include  (a) any taxes on services
furnished by the Borrower  imposed  directly upon any  subscriber or user by any
governmental  unit and collected by the Borrower on behalf of said  governmental
unit, or (b) the amount of any discounts or rebates relating to any such fees or
revenues, or (c) interest actually earned on any such fees or revenues.

     "GTI" means Galaxy Telecom, Inc., a Delaware corporation which is the sole
managing general partner and a limited partner of the Borrower.

     "Hazardous  Material"  shall  mean any  substance  or  material  defined or
designated as a hazardous or toxic waste, hazardous or toxic material, hazardous
or toxic  substance,  or other  similar  term,  by any  federal,  state or local
environmental statute, regulation or ordinance.

     "Headend" shall mean the antenna site, the tower and antenna, the microwave
communications  equipment,  the earth station and the head end facilities  which
form a part of a cable television system.

     "Indebtedness"  means,  for any  Person,  (i)  all  indebtedness  or  other
obligations of said Person for Borrowed Money or for the deferred purchase price
of property or services, (ii) all indebtedness or other obligations of any other
Person ("Other Person") for Borrowed Money or for the deferred purchase price of
property  or  services,  the  payment or  collection  of which  said  Person has
guaranteed  (except by reason of  endorsement  for  collection  in the  ordinary
course of business)  or in respect of which said Person is liable,  contingently
or  otherwise,  including,  without  limitation,  liable by way of  agreement to
purchase or lease,  to provide  funds for payment,  to supply funds to purchase,
sell or lease property or services  primarily to assure a creditor of such Other
Person  against  loss or  otherwise  to  invest  in or make a loan to the  Other
Person,  or otherwise to assure a creditor of such Other  Person  against  loss,
(iii) all indebtedness or other  obligations of any Person for Borrowed Money or
for the deferred purchase price of property or services secured by (or for which
the holder of such indebtedness has an existing right,  contingent or otherwise,
to be secured by) any Lien upon or in any property owned by said Person, whether
or not said  Person  has  assumed  or  become  liable  for the  payment  of such
indebtedness or obligations,  (iv) Capitalized Lease Obligations of said Person,
(v) obligations of such Person under contracts pursuant to which such Person has
agreed to purchase  interest rate  protection or swap interest rate  obligations
(including,  without  limitation,  any such obligations  purchased or maintained
under Section 2.7.5 hereof) and (vi) all other  liabilities  or  obligations  of
said Person which would,  in accordance  with GAAP, be classified as liabilities
of such a Person.

     "Indenture"  means that certain Indenture dated as of September 28, 1995 by
and among the  Borrower  and Capital  Corp.,  as issuers,  and  Boatmen's  Trust
Company,  as  trustee,  pursuant  to which the  Senior  Subordinated  Notes were
issued.

     "Interest  Expense" means, with respect to any period, the aggregate amount
required to be paid in cash by the Borrower and its  Subsidiaries  for interest,
fees,  charges  and  expenses,  however  characterized,   on  its  Indebtedness,
including,  without  limitation,  all such interest,  fees, charges and expenses
accrued and required to be paid in cash with respect to  Indebtedness  under the
Financing  Documents (but not including fees associated with the purchase of any
interest rate protection arrangement).

     "Investment"  means any  investment  in any  Person  whether  by means of a
purchase of capital  stock,  notes,  bonds,  debentures  or other  evidences  of
Indebtedness  and/or by means of a capital or  partnership  contribution,  loan,
deposit, advance or otherwise.

     "Investors" means,  collectively,  the entities (other than Vantage,  Vista
and Old Galaxy) listed on Exhibit 1.3 hereto.

     "Lender"  means  any  financial  institution  which  is now a party to this
Agreement,  or at any time hereafter becomes a party to this Agreement  pursuant
to the terms of Section  9.11 hereof,  each in their  individual  capacity,  and
"Lenders" means each of such financial institutions.

     "Lien"  means any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  encumbrance, lien (statutory or other) or other security agreement
or preferential  arrangement of any kind or nature whatsoever (including without
limitation  any  conditional  sale or other title  retention  agreement  and any
Capitalized Lease Obligation)  having  substantially the same economic effect as
any of the  foregoing  and the  filing  of any  financing  statement  under  the
applicable  Uniform  Commercial  Code or comparable law of any  jurisdiction  in
respect of any of the foregoing.

     "LLC"  means  Galaxy  Telecom  Investments,   L.L.C.,  a  Delaware  limited
liability company which is a general and a limited partner of GTLP.

     "Loan" means the term loan in the initial  principal  amount of  $5,000,000
made by the Lenders pursuant to this Agreement.

     "Loans"  means,  collectively,  the Loan  and the  Loans,  as such  term is
defined in the 1995 Loan Agreement.

     "Majority Lenders" means, when there are fewer than three Lenders,  each of
the  Lenders,  and when  there are three or more  Lenders,  Lenders  holding  an
aggregate Pro Rata Share of the outstanding  principal balance of the Loan in an
amount equal to or in excess of 51% of the total  outstanding  principal balance
of the Loan but in no event less than three  Lenders  (or four  Lenders if there
are seven or more Lenders).

     "Management  Agreement"  means  that  certain  Management  Agreement  dated
December 23, 1994 between  GTLP and the  Manager,  in the form  delivered to the
Lenders on or prior to the Closing Date.

     "Management  Fees"  means  the  aggregate  of all fees and  other  forms of
compensation  paid or  incurred by GTLP  and/or any  Subsidiary  pursuant to the
Management Agreement.

     "Management LLC" means Galaxy Telecom Management, L.L.C., a Texas limited
liability company.

     "Manager" means Galaxy Systems Management, Inc., a Missouri corporation.

     "Material  Adverse  Effect"  shall  have the  meaning  set forth in Section
4.1.1.

     "Multiemployer  Plan" means a multiemployer  plan as defined in Title IV of
ERISA.

     "Net Income" means, for any fiscal period,  the net after tax income (loss)
of the Borrower and its  Subsidiaries  for such period  determined on a combined
basis in accordance with GAAP.

     "Note" means a Term Note of the  Borrower  payable to the order of a Lender
in the form of Exhibit 1.5 hereto evidencing the indebtedness of the Borrower to
such  Lender  with  respect  to the Loan,  and  "Notes"  means all of the Notes,
collectively.

     "Obligations" mean any and all Indebtedness, obligations and liabilities of
GTLP,  GTI, LLC,  Capital Corp.  and/or any of their  Subsidiaries to any one or
more of the Lenders and/or the Agent of every kind and description,  absolute or
contingent,  due or to become  due,  whether  for  payment or  performance,  now
existing  or  hereafter  arising,  including,   without  limitation,  the  Loan,
interest,  taxes,  fees,  charges,  and expenses under the Financing  Documents,
fees,   charges  and  expenses  in  connection  with  any  interest   protection
arrangement  under Section 2.7.5 and attorneys'  fees  chargeable to GTLP,  GTI,
LLC,  Capital Corp.  and/or any of their  Subsidiaries or incurred by any of the
Lenders and/or the Agent hereunder or under any of the Financing Documents.

     "Officer's  Certificate"  means a certificate  signed by a duly  authorized
officer of the Borrower,  or signed by a duly authorized  officer of the Manager
as duly authorized  agent of the Borrower,  and delivered to the Agent on behalf
of the Lenders.

   "Old Galaxy" means Galaxy Cablevision, L.P., a Delaware limited partnership.

     "Operating  Cash Flow" means,  for any fiscal  period,  the  Borrower's Net
Income,  plus  Interest  Expense  for such  fiscal  period,  plus the  amount of
depreciation and amortization for such fiscal period,  plus non-cash charges for
such fiscal period,  plus any Subordinated  Management Fees accrued and not paid
in cash during  such  fiscal  period,  minus the amount of  extraordinary  gains
during such fiscal period,  plus the amount of extraordinary  losses during such
fiscal period,  plus the amount of Closing Costs for such fiscal period, in each
case to the extent deducted or (in the case of extraordinary gains) added in the
calculation  of Net  Income  for such  fiscal  period  and all  determined  on a
combined basis in accordance with GAAP;  provided,  however,  that all operating
results  attributable  to any System sold  during the fiscal  period in question
shall be excluded from the  calculation  of Operating  Cash Flow for such fiscal
period.

     "Other Financing Documents" means,  collectively,  (i) that certain Amended
and Restated Loan Agreement dated as of September 28, 1995 among the Agent,  the
Borrower  and the  therein  defined  Lenders,  as amended  from time to time (as
amended,  the "1995 Loan  Agreement") and (ii) the Financing  Documents (as such
term is defined in the 1995 Loan Agreement).

     "PBGC" means the Pension Benefit Guarantee Corporation established pursuant
to subtitle A of Title 4 of ERISA.

     "P.M." means a time from and including 12 o'clock noon on any Business Day
to the end of such Business Day using Eastern Standard (Daylight Savings) time.

     "Permitted  Encumbrances" means those Liens, security interests and defects
in title listed on Exhibit 1.7 hereto.

     "Permitted  Restricted Payment" shall have the meaning set forth in Section
5.2.11 (i).

     "Person"  means an  individual,  corporation,  partnership,  joint venture,
trust,  or  unincorporated  organization,  or a  government  or  any  agency  or
political subdivision thereof.

     "Plan"  means  an  employee  benefit  plan or  other  plan  maintained  for
employees of the Borrower or any Commonly Controlled Entity and covered by Title
IV of ERISA.

     "Pledge and Assignment Agreement" means the Pledge and Assignment Agreement
dated as of September  28, 1995 among GTLP,  Capital Corp.  and Boatmen's  Trust
Company, as trustee.

     "Premises" has the meaning assigned to such term in Section 4.1.24.1.

     "Prime Rate" means the floating rate of interest per annum  designated from
time to time by the Agent as being its "prime rate" of interest,  such  interest
rate to be adjusted on the effective date of any change thereof by the Agent, it
being  understood  that  such rate of  interest  may not be the  lowest  rate of
interest from time to time charged by the Agent.

     "Pro Rata Share" means (i) with respect to the  Commitment,  each  Lender's
percentage  share of the  Commitment  as set  forth  immediately  opposite  such
Lender's  name on Exhibit 1.8, and (ii) with respect to the Loan,  each Lender's
percentage share of the aggregate outstanding principal balance of the Loan.

     "Projections"  means Borrower's written  projections of its one-year future
performance dated March 23, 2000 delivered to the Agent and the Lenders prior to
the Closing Date and  certified by the Borrower on the Closing Date as being the
Projections.

     "Related  Documents"  means  the  Indenture,   the  Pledge  and  Assignment
Agreement,  and any other  documents  executed  in  connection  with the  Senior
Subordinated Notes.

     "Request"  means a written request for the Loan in the form of Exhibit 1.9,
received by the Agent on behalf of the Lenders from the  Borrower in  accordance
with this Agreement,  specifying the date on which the Borrower desires the Loan
and the disbursement instructions of the Borrower with respect thereto.

     "Repayment  Date" means the earlier to occur of (i) December  31, 2000,  or
(ii) such  earlier  date on which the  Obligations  become  immediately  due and
payable pursuant to the terms hereof.

     "Reportable Event" shall have the meaning assigned to that term in Title IV
of ERISA.

     "Section"  means,  when followed by a number,  the section or subsection of
this Agreement bearing that number.

     "Security   Documents"  means  any  and  all  documents,   instruments  and
agreements  now or  hereafter  providing  security  for the Loan  and any  other
Indebtedness  of  GTLP,  GTI,  LLC  Capital  Corp.  or  any  of  the  Borrower's
Subsidiaries to the Lenders and/or the Agent,  including without  limitation the
following:  (i) any  mortgages on and  collateral  assignments  of real property
interests (fee, leasehold and easement) of the Borrower and its Subsidiaries and
GTI granting first Liens thereon;  (ii) security agreements granting first Liens
on all GTLP's, its Subsidiaries', GTI's, LLC's, and Capital Corp.'s fixtures and
tangible and  intangible  personal  property;  (iii) a collateral  assignment of
Borrower's,  its  Subsidiaries'  and  GTI's  contracts,  licenses,  permits  and
Franchises;  (iv) those certain  partnership  interest pledge agreements between
the Agent and Vantage, GTI and LLC; (v) the Affiliate  Subordination  Agreement;
(vi) those certain limited liability company interest pledge agreements  between
the  Investors,  Management  LLC and the Agent;  (vii) that certain Stock Pledge
Agreement  regarding the shares of GTI between the  shareholders  of GTI and the
Agent; (viii) those certain Unlimited  Guaranties of GTI, LLC, and Capital Corp.
in favor of the Agent;  (ix) title and  casualty  insurance  policies  providing
coverage to the Agent;  and (x) UCC-1  financing  statements or similar  filings
perfecting the above-referenced  security interests, all as executed,  delivered
to and  accepted  by the  Agent  either in  connection  with the  Original  Loan
Agreement  or on or  prior  to the  Closing  Date,  as same  may be  amended  or
otherwise modified from time to time in writing by the Agent (with the authority
of the requisite Lenders) and the parties thereto.

     "Selling  Lender"  shall have the meaning  assigned to such term in Section
9.11.1.

     "Senior Indebtedness" means all Indebtedness of the Borrower to the Lenders
and/or the Agent from time to time outstanding  including,  without  limitation,
the  aggregate  outstanding  principal  amount of the Notes and any  accrued and
unpaid  principal,  interest,  fees and other charges due under other  Financing
Documents,   plus  the  net  aggregate   rentals  under  any  Capitalized  Lease
Obligation.

     "Senior Subordinated Notes" means the 12.375% Senior Subordinated Notes due
2005 issued by GTLP and Capital Corp. pursuant to the Indenture.

     "Single Employer Plan" means any Plan which is not a Multiemployer Plan.

     "Subordinated Management Fees" shall have the meaning assigned to such term
in Section 5.2.11 hereof.

     "Subsidiary"  means any corporation,  if any, of which more than 50% of the
outstanding  capital stock having  ordinary  voting power to elect a majority of
the board of directors or other managers of such entity (irrespective of whether
or not at the  time  capital  stock  of any  other  class  or  classes  of  such
corporation  shall  or might  have  voting  power  upon  the  occurrence  of any
contingency)  is at the time directly or indirectly  owned by the Borrower or by
the  Borrower  and/or  one or  more  Subsidiaries  or the  management  of  which
corporation  is under  control  of the  Borrower  and/or  any other  Subsidiary,
directly or  indirectly  through one or more Persons and any other Person which,
under GAAP, should at any time for financial  reporting purposes be consolidated
or combined with the Borrower and/or any other Subsidiary.

     "Substituted Lender" has the meaning set forth in Section 9.11 hereof.

     "Substitution  Agreement" has the meaning  assigned to such term in Section
9.11.1.

     "Systems" means (i) the cable television systems owned by the Borrower, and
"System" means any one of them.

     "System  Asset  Sale" means the sale by the  Borrower,  GTI or one of their
Subsidiaries  to a third party which is not an  Affiliate of the Borrower of one
or more Franchises and the assets related to such Franchise.

     "Total Cash Interest Expense" means,  with respect to any period,  Interest
Expense for such period.

     "Total Debt Service" means,  for any period,  the sum of the Borrower's and
its Subsidiaries'  Total Cash Interest Expense for such period (exclusive of any
Closing  Costs),  plus the  amount  necessary  to meet the  regularly  scheduled
principal  amortization on the Loans, plus regularly scheduled payments on other
Indebtedness  and  Capitalized   Lease  Obligations  of  the  Borrower  and  its
Subsidiaries for such period.

     "Unit" means a single residential dwelling or commercial building which can
be  connected  by a  single  drop  line.  In the  case of  multiple  residential
dwellings,  such as apartment houses,  mobile home parks and multi-family homes,
which do not obtain  reduced bulk service  rates,  each  separate  dwelling unit
shall be  counted as one Unit.  The  number of Units in a  multiple  residential
dwelling  which does  obtain a reduced  bulk  service  rate shall be obtained by
dividing (x) the aggregate  dollar amount of monthly  subscriber's  fees paid by
all  individual  subscribers  within such  dwelling for Basic Service by (y) the
maximum monthly subscriber's fee charged by the Borrower to a single residential
dwelling connected by a single drop line for Basic Service. The term "Passed" as
applied to a Unit shall mean a Unit which can be connected by a single drop line
from Active Plant.

    "Vantage" means Vantage Cable Associates, L.P., an Iowa limited partnership.

     "Vista"  means Vista  Communications  Limited  Partnership  III, a Delaware
limited partnership.

     Section  1.2.  Accounting  Terms.  All  accounting  terms not  specifically
defined  herein shall be  construed in  accordance  with GAAP,  calculations  of
amounts for the  purposes  of  calculating  any  financial  covenants  or ratios
hereunder  shall be made in accordance  with GAAP applied on a basis  consistent
with those used in the prior financial  statements  delivered by the Borrower to
the  Agent  in  connection  with  the  Other  Financing  Documents  (other  than
departures  therefrom  not material in their  impact),  and all  financial  data
submitted  pursuant to this Agreement shall be prepared in accordance with GAAP,
including, without limitation, that items of trade or barter shall be excluded.

     Section 1.3. Other Terms. 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 2

                          AMOUNT AND TERMS OF THE LOAN

     Section 2.1.  The Loan.

           Section 2.1.1. The Loan. Each of the Lenders agrees to make,  subject
to the terms and  conditions of this  Agreement,  a term loan to the Borrower in
the amount of their  respective  Pro Rata Share of  $5,000,000.  In  addition to
payments of  interest  due  pursuant to Section  2.3.1  below,  the  outstanding
balance of principal, interest and fees due in connection with the Loan shall be
repaid on the Repayment Date.

           Section 2.1.2.  Intentionally Omitted.

           Section 2.1.3.  Intentionally Omitted.

     Section 2.2.  Intentionally Omitted.

     Section 2.3.  Interest and Fees on the Loan.

           Section 2.3.1. Interest.  Interest shall accrue and be paid currently
on the principal  balances of the Loan at the Effective Rate,  subject to and in
accordance  with the terms and conditions of this  Agreement and the Notes.  The
Borrower  shall pay such  interest to the Agent for the pro rata account of each
Lender in  arrears  on the Loan  outstanding  from  time to time  after the date
hereof  monthly on the last  Business Day of each month of each year  commencing
April 30, 2000.

           Section 2.3.2.  Intentionally Omitted.

           Section  2.3.3.  Fees.  The Borrower  shall pay to the Agent,  on the
earlier  of (i) the  date  upon  which  the Loan is  repaid  in full or (ii) the
Repayment Date, for the pro rata account of each Lender, a facility fee equal to
$800,000;  provided,  however, that such fee shall be reduced to $400,000 if the
Loans are repaid in full on or before June 30, 2000;  and provided  further that
such fee shall be reduced to $600,000 in the event that the Loans are not repaid
in full by June 30,  2000 but are repaid in full by  September  15,  2000.  This
facility fee shall be deemed earned in full upon the Closing Date.

           Section 2.3.4.  Increased Costs - Capital. If, after the date hereof,
any Lender shall have  reasonably  determined  that the adoption  after the date
hereof of any applicable law,  governmental rule,  regulation or order regarding
capital adequacy of banks or bank holding companies,  or any change therein,  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 such Lender with any policy, guideline,
directive or request regarding capital adequacy (whether or not having the force
of law and whether or not failure to comply  therewith would be unlawful) of any
such authority,  central bank or comparable agency, has or would have the effect
of reducing the rate of return on the capital of such Lender as a consequence of
the obligations hereunder of such Lender to a level below that which such Lender
could have achieved but for such  adoption,  change or  compliance  (taking into
consideration  the  policies  of such Lender  with  respect to capital  adequacy
immediately  before such  adoption,  change or compliance  and assuming that the
capital of such  Lender was fully  utilized  prior to such  adoption,  change or
compliance) by an amount reasonably  deemed by such Lender to be material,  then
such Lender  shall  notify the Agent and the  Borrower  thereof and the Borrower
shall pay to the  Agent  for the  account  of such  Lender  from time to time as
specified  by such  Lender such  additional  amounts as shall be  sufficient  to
compensate such Lender for such reduced return,  each such payment to be made by
the  Borrower  within  five  Business  Days  after each  demand by such  Lender,
provided  that the liability of the Borrower to pay such costs shall only accrue
with respect to costs  accruing from and after the 90th day prior to the date of
each such demand.  A certificate in reasonable  detail of one of the officers of
such Lender describing the event giving rise to such reduction and setting forth
the amount to be paid to such Lender  hereunder  shall accompany any such demand
and shall, in the absence of manifest error, be presumed correct. In determining
such  amount,  such  Lender may use any  reasonable  averaging  and  attribution
methods.

     Section 2.4. Notations. At the time of (i) the making of the Loan evidenced
by any of the Notes;  and (ii) each payment or  prepayment  of any of the Notes,
each Lender may enter upon its records an  appropriate  notation  evidencing (a)
such  Lender's Pro Rata Share of the Loan or (b) such payment or  prepayment  of
principal  and (c) in the case of  payments or  prepayments  of  principal,  the
portion  of the Loan  which was paid or  prepaid.  No  failure  to make any such
notation shall affect the Borrower's unconditional obligations to repay the Loan
and all  interest,  fees and other sums due in  connection  with this  Agreement
and/or any of the Notes in full,  nor shall any such  failure,  standing  alone,
constitute  grounds  for  disproving  a payment of  principal  by the  Borrower.
However,  in the absence of manifest  error,  such  notations  and each Lender's
records containing such notations shall constitute  presumptive  evidence of the
facts stated therein,  including,  without limitation, the outstanding amount of
such  Lender's  Pro Rata Share of the Loan and all amounts due and owing to such
Lender at any time. Any such notations and such Lender's records containing such
notations  may be  introduced  in  evidence in any  judicial  or  administrative
proceeding relating to this Agreement, the Loan or any of the Notes.

     Section 2.5.  Computation of Interest and Fees. Interest and fees due under
this  Agreement  and under the Notes shall be computed on the basis of a year of
360 days for the actual number of days elapsed.

     Section 2.6.  Time of Payments and Prepayments in Immediately Available
Funds and Setoff.

           Section 2.6.1. Time. All payments and prepayments of principal, fees,
interest  and any other  amounts  owed from time to time  under  this  Agreement
and/or  under  any of the  Notes  shall  be made to the  Agent  for the pro rata
account of each Lender at the address  referred to in Section 9.6 in Dollars and
in immediately  available  funds prior to 12:00 o'clock P.M. on the Business Day
that such payment is due,  provided  that the  Borrower  hereby  authorizes  and
instructs the Agent to charge against the Borrower's  accounts with the Agent on
each date on which a payment is due  hereunder  and/or under any of the Notes an
amount up to the  principal,  interest  and fees due and payable to the Lenders,
the Agent or any Lender  hereunder and/or under any of the Notes and such charge
shall be deemed payment  hereunder and under the Notes in question to the extent
that  immediately  available funds are then in such accounts.  In addition,  the
Borrower hereby  irrevocably  authorizes the Agent, if and to the extent payment
of any installment of principal, interest and/or fees hereunder and/or under any
of the Notes is not made when due,  to charge  against the  Borrower's  accounts
with the Agent an amount equal to the amount thereof not paid when due. Any such
payment  or  prepayment  which  is  received  by the  Agent  in  Dollars  and in
immediately  available  funds after 12 o'clock  P.M. on a Business  Day shall be
deemed  received  for all  purposes  of this  Agreement  on the next  succeeding
Business Day except that solely for the purpose of determining whether a Default
has occurred under Section 6.1.1,  any such payment or prepayment if received by
the Agent prior to the close of the Agent's  business on a Business Day shall be
deemed received on such Business Day. All payments of principal,  interest, fees
and any other  amounts which are owing to any or all of the Lenders or the Agent
hereunder  and/or  under  any of the  Notes  that are  received  by the Agent in
immediately  available  Dollars  prior to 12:00 o'clock P.M. on any Business Day
shall,  to the extent owing to the Lenders other than the Agent, be sent by wire
transfer by the Agent (in each case, without deduction for any claim, defense or
offset of any type) before 3:00 o'clock P.M. on the same Business Day. Each such
wire  transfer  shall be  addressed to each Lender in  accordance  with the wire
instructions set forth in Exhibit 2.6.1 hereto. The amount of each payment wired
by the Agent to each such Lender  shall be such amount as shall be  necessary to
provide  such  Lender  with  its  Pro  Rata  Share  of  such  payment   (without
consideration  or use of any contra accounts of any Lender),  or with such other
amount as may be owing to such Lender in accordance with this Agreement (in each
case, without deduction for any claim, defense or offset of any type). Each such
wire  transfer  shall be sent by the Agent  only  after  the Agent has  received
immediately  available  Dollars  from or on behalf of the Borrower and each such
wire  transfer  shall  provide  each  Lender  receiving  same  with  immediately
available  Dollars on receipt by such Lender.  Any such payments of  immediately
available Dollars received by the Agent after 12:00 o'clock P.M. and before 3:00
o'clock  P.M. on any  Business  Day shall be forwarded in the same manner by the
Agent to such Lenders as soon as  practicable  on said  Business Day, and if any
such payments of immediately  available  Dollars are received by the Agent after
3:00  o'clock  P.M. on a Business  Day,  the Agent shall so forward same to such
Lenders before 10:00 o'clock A.M. on the immediately succeeding Business Day.

           Section  2.6.2.  Setoff,  etc.  Upon the  occurrence  and  during the
continuance  of any  Event of  Default,  each  Lender  and the  Agent is  hereby
authorized  at any time and from time to time,  without  notice to the  Borrower
(any such notice being expressly  waived by the Borrower),  to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held and any other  Indebtedness at any time owing by such Lender to
or for the credit or the  account  of the  Borrower  against  any and all of the
Obligations  of the  Borrower  irrespective  of whether or not such Lender shall
have made any demand under this  Agreement or any of its Notes and although such
obligations  may be unmatured.  Each such Lender  agrees to promptly  notify the
Borrower and the Agent after any such setoff and application;  provided that the
failure to give such  notice  shall not affect the  validity  of such setoff and
application.  Promptly following any notice of setoff received by the Agent from
a Lender  pursuant to the  foregoing,  the Agent shall  notify each other Lender
thereof.  The rights of each Lender under this Section  2.6.2 are in addition to
all other rights and remedies  (including,  without limitation,  other rights of
setoff) which such Lender may have and are subject to Section 9.12.

           Section  2.6.3.  Unconditional  Obligations  and No  Deductions.  The
Borrower's  obligation to make all payments  provided for in this  Agreement and
the other Financing Documents shall be unconditional. Each such payment shall be
made without deduction for any claim,  defense or offset of any type,  including
without limitation any withholdings and other deductions on account of income or
other taxes and  regardless  of whether  any claims,  defenses or offsets of any
type exist.

     Section 2.7.  Prepayment and Certain Payments.

           Section 2.7.1.  Mandatory Payments.

                 Section  2.7.1.1.  In addition to each other principal  payment
required  hereunder,  the  outstanding  principal  balance  of the Loan shall be
repaid on the Repayment Date.

                 Section 2.7.1.2.  Intentionally Omitted.

                        Section 2.7.1.3.  Simultaneously with the receipt by the
Borrower of the cash  proceeds of any Asset Sale or any System  Asset Sale,  the
Borrower  shall prepay to the Agent for the pro rata accounts of the Lenders the
outstanding principal balance of the Loans on a pari passu basis (as hereinafter
described)  in an  amount  equal to the net  (after  reasonable  expenses)  cash
proceeds thereof. The Borrower,  the Agent and the Lenders acknowledge and agree
that the Loans  shall be  treated  on a pari  passu  basis  with  respect to any
payments,  prepayments  or proceeds of the  collateral for the Loans so that any
such  amounts are  applied to the Loan,  i.e.,  in  proportion  to the  relative
amounts of Indebtedness  owing on the Loan, so that, for example,  the amount to
be applied  to the Loan is equal to:  total  payment  received  multiplied  by a
fraction,  the numerator of which is the amount of outstanding  Indebtedness  of
the Loan and the  denominator  is the sum of the  numerator  and the  amount  of
outstanding Indebtedness of the Loans.

                 Section 2.7.1.4. In the event that the Borrower, GTI, or any of
their Subsidiaries receives, collectively,  proceeds from any insurance policies
maintained by any of them (including, without limitation,  casualty policies and
key man policies), which proceeds are in an aggregate amount during the terms of
this Agreement or of the 1995 Loan Agreement in excess of $500,000, the Borrower
shall prepay the Loans on a pari passu basis (as  described  in Section  2.7.1.3
above) in an amount equal to such proceeds.

           Section  2.7.2.  Voluntary  Prepayments.  All or any  portion  of the
unpaid principal balance of the Loan may be prepaid at any time, without premium
or  penalty,  by a payment to the Agent for the  account of each  Lender of such
prepayment in immediately available Dollars by the Borrower;  provided that each
such  partial  payment  or  prepayment  of  principal  of the Loan shall be in a
principal  amount of at least  $100,000 or an  integral  multiple of $100,000 in
excess thereof.

           Section 2.7.3.  Intentionally Omitted.

           Section 2.7.4.  Intentionally Omitted.

           Section 2.7.5. Intentionally Omitted.

     Section 2.8. Payment on Non-Business Days.  Whenever any payment to be made
hereunder  or under  one of the  Notes  shall be stated to be due on a day other
than a Business  Day, such payment may be made on the next  succeeding  Business
Day,  and  such  extension  of time  shall  in  such  case  be  included  in the
computation  of payment of fees, if any, and interest  under this  Agreement and
under such Note.

     Section 2.9. Use of  Proceeds.  The Borrower  shall use the proceeds of the
Loan  solely  to  partially  fund the  April 1,  2000  interest  payment  due in
connection with the Senior Subordinated Notes.

                                    ARTICLE 3

                              CONDITIONS OF LENDING

     Section 3.1.  Conditions Precedent to the Commitment and to the Loan.

           Section 3.1.1. The Commitment and the Loan. The effectiveness of this
Agreement  and the  obligations  hereunder  of the  Lenders to make the Loan are
subject to  performance  by the  Borrower of all of its  obligations  under this
Agreement,  and to the  satisfaction of the conditions  precedent that all legal
matters  incident to the transactions  contemplated  hereby or incidental to the
Loan shall be satisfactory to counsel for the Agent,  and the Lenders shall have
received  on or before the  Closing  Date all of the  following,  each dated the
Closing  Date or another date  acceptable  to the Lenders and each to be in form
and  substance  satisfactory  to the  Agent in the  Agent's  sole  and  complete
discretion:

                 Section 3.1.1.1. The Notes, the Security Documents, and each of
the other Financing Documents,  including, without limitation, those hereinafter
set forth.

                 Section 3.1.1.2.  Certificates  from GTI, LLC and Capital Corp.
certifying as to the resolutions authorizing and approving such of the Financing
Documents to which GTLP,  LLC, GTI or Capital Corp. is a party and other matters
contemplated  hereby  and  certifying  as to the  names and  signatures  of each
officer  and  manager of GTI,  LLC and  Capital  Corp.  authorized  to sign each
Financing  Document to be executed and  delivered by or on behalf of GTLP,  LLC,
GTI or Capital Corp. The Lenders may conclusively  rely on each such certificate
until the Lenders  shall receive a further  certificate  of GTI, LLC and Capital
Corp.  canceling or amending the prior certificate and submitting the signatures
of the officers named in such further certificate.

                 Section 3.1.1.3.  Favorable opinions of Messrs. Thompson Coburn
LLP and Goodwin, Procter & Hoar LLP, counsel for the Borrower,  substantially in
the forms of Exhibit 3.1.1.3 hereto.

                 Section 3.1.1.4.  An Officer's Certificate stating that:

                                                         (a)               The
representations and warranties contained in Section 4.1 are correct on and as of
the Closing Date as though made on and as of such date; and

                       (b)  No Default or Event of Default has occurred and is
continuing, or would result from the making of the Loan.

                 Section   3.1.1.5.   Certificates   of  good  standing  of  the
Secretaries  of State of all states listed on Exhibit  4.1.1,  dated  reasonably
near the Closing Date.

                 Section  3.1.1.6.  Receipt  by the  Agent of a  deposit  by the
Borrower of $2,425,000, which, when combined with the proceeds of the Loan, will
be sufficient to pay the April 1, 2000 interest  payment due in connection  with
the Senior Subordinated Notes, along with written  instructions,  including wire
transfer  instructions,  instructing the Agent to make such interest  payment on
behalf of the Borrower.

                 Section 3.1.1.7.  A completed Borrowing Request.

                 Section  3.1.1.8.  Payment to the Agent and the  Lenders of the
fees  specified in this  Agreement as being  payable on the Closing Date and all
reasonable  out-of-pocket costs and expenses incurred by the Agent in connection
with the  transactions  contemplated  hereby,  including,  but not  limited  to,
outside legal  expenses,  accounting  fees,  auditing fees,  appraisal fees, and
other fees associated with any independent analyses of the Borrower.

                 Section  3.1.1.9.  Such other  information  about the  Borrower
and/or its  assets,  business  and/or  financial  condition  as the  Lenders may
request.

                 Section 3.1.1.10.  Certificates of fire, liability and extended
coverage insurance policies, each such policy to name the Agent as mortgagee and
loss payee and as additional insured on all liability policies.

                 Section   3.1.1.11.   True   descriptions  of  any  pending  or
threatened litigation against or by the Borrower.

                 Section  3.1.1.12.  Evidence  that all  necessary  third  party
consents have been obtained.

                 Section  3.1.1.13.   The  fact  that  the  representations  and
warranties of the Borrower  contained in Article 4, infra,  are true and correct
in all  material  respects  on and as of the date of the Loan  except as altered
hereafter by actions not prohibited  hereunder.  The Borrower's  delivery of the
Notes to the Lenders and the Borrower's  Borrowing Request shall be deemed to be
a  representation  and  warranty by the  Borrower as of the date thereof to such
effect.

                 Section  3.1.1.14.  That there has been no enactment of any law
by any governmental  authority having  jurisdiction  over any Lender which would
make it  unlawful  in any  respect for such Lender to make its Pro Rata Share of
the Loan.

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

     Section 4.1.  Representations and Warranties of the Borrower.  The Borrower
represents and warrants to the Lenders that, after giving effect to the Loan and
the application of the proceeds  thereof (which  representations  and warranties
shall survive the making of the Loan):

           Section 4.1.1.  Organization  and Existence.  GTLP, GTI, LLC, Capital
Corp.  and each  Subsidiary  is a limited  partnership,  corporation  or limited
liability company,  duly organized,  validly existing and in good standing under
the laws of the state of its incorporation or organization and is duly qualified
to do business in all jurisdictions in which such qualification is required, all
as noted on Exhibit  4.1.1,  except where failure to so qualify would not have a
material  adverse effect on the financial  condition or business of the Borrower
and its Subsidiaries, on a combined basis (a "Material Adverse Effect"), and has
all requisite power and authority to conduct its business, to own its properties
and to execute  and  deliver,  and to perform all of its  obligations  under the
Financing Documents.

           Section 4.1.2.  Authorization and Absence of Defaults. The execution,
delivery to the Lenders and performance by GTLP, GTI, LLC, Capital Corp. and any
Subsidiaries  of the  Financing  Documents  have  been  duly  authorized  by all
necessary  corporate,  partnership,  limited  liability company and governmental
action  and do not and will not (i)  require  any  consent  or  approval  of the
partners,  shareholders,  members or board of  directors  of the Borrower or any
Subsidiary  which has not been obtained,  (ii) violate any provision of any law,
rule,  regulation  (including,  without  limitation,  Regulations U and X of the
Board of  Governors  of the Federal  Reserve  System),  order,  writ,  judgment,
injunction,   decree,   determination   or  award  presently  in  effect  having
applicability to the Borrower and/or any Subsidiary  and/or the Certificates and
Agreements   of  Limited   Partnership,   operating   agreements,   articles  of
incorporation  or by-laws,  where  applicable,  of GTLP, GTI, LLC, Capital Corp.
and/or any  Subsidiary,  (iii)  result in a material  breach of or  constitute a
material  default under any  indenture or loan or credit  agreement or any other
agreement, lease or instrument to which GTLP, GTI, LLC, Capital Corp. and/or any
Subsidiary  is or are a party or  parties or by which it or they or its or their
properties may be bound or affected; or (iv) result in, or require, the creation
or  imposition  of any  Lien on any of its or  their  respective  properties  or
revenues  other  than  Liens  granted  to the  Agent by the  Security  Documents
securing  the  Obligations.  Each of  GTLP,  GTI,  LLC,  Capital  Corp.  and its
Subsidiaries are in compliance with any such law, rule, regulation, order, writ,
judgment,  injunction,  decree,  determination  or award or any such  indenture,
agreement,  lease or  instrument,  except where the failure to be in  compliance
would not have a Material Adverse Effect.

           Section 4.1.3.  Acquisition of Consents.  No authorization,  consent,
approval,  license,  exemption  of or filing or  registration  with any court or
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  other than those which have been  obtained,  is or will be
necessary to the valid  execution and delivery to the Lenders or  performance by
GTLP, GTI, LLC, Capital Corp. or any Subsidiary of any Financing Documents.

           Section  4.1.4.  Validity and  Enforceability.  Each of the Financing
Documents when delivered  hereunder will constitute the legal, valid and binding
obligations of GTLP, GTI, LLC,  Capital Corp. and the  Subsidiaries  enforceable
against such Persons in accordance with their respective terms.

           Section 4.1.5.  Financial Information.  The following information
with respect to the Borrower has heretofore been furnished to the Lenders:

                 Section 4.1.5.1.  Audited Financials.  Audited annual financial
statements of the Borrower for the period ended December 31, 1998;

                 Section 4.1.5.2.  Unaudited Financials.  Unaudited internally
prepared financial statements of the Borrower for the fiscal period ended
December 31, 1999.

                 Section  4.1.5.3.  The  Projections.   Each  of  the  financial
statements  referred  to above in Sections  4.1.5.1 and 4.1.5.2 was  prepared in
accordance with GAAP (subject, in the case of Section 4.1.5.2, to the absence of
footnotes and normal year-end adjustments) applied on a consistent basis, except
as stated  therein.  The  financial  statements  referred  to above in  Sections
4.1.5.1 and 4.1.5.2 fairly present the financial condition of the Borrower on at
such dates and are complete and correct in all material respects and no Material
Adverse Effect has occurred since the date thereof.  The  Projections  have been
prepared by the Borrower in light of the past business of the Borrower, based on
certain  assumptions,  those assumptions believed by the Borrower to be material
being attached to the Projections.  The Borrower believes that those assumptions
are reasonable in all material  respects as of the Closing Date. The Projections
have been  prepared in good faith and represent the best opinion of the Borrower
as of the Closing Date as to the most probable course of Borrower's  businesses.
The Projections  were prepared in accordance with practices  usually followed in
the  preparation of accounting  projections in good faith and the regular course
of an ongoing business.

           Section  4.1.6.  No  Litigation.  There  are  no  actions,  suits  or
proceedings pending or, to the knowledge of the Borrower,  threatened against or
affecting the  Borrower,  any  Affiliate  and/or any  Subsidiary or any of their
properties  before  any court or  governmental  department,  commission,  board,
bureau,  agency or  instrumentality,  domestic or foreign,  which if  determined
adversely to the Borrower,  any Affiliate  and/or any Subsidiary would draw into
question the legal existence of the Borrower  and/or any such Subsidiary  and/or
the validity,  authorization  and/or  enforceability of the Financing  Documents
and/or any  provision  thereof  and/or  could  reasonably  be expected to have a
Material  Adverse  Effect,  except those matters,  if any,  described on Exhibit
4.1.6 none of which, in Borrower's good faith opinion, will have such a Material
Adverse Effect.

           Section  4.1.7.  Regulation  U. The  Borrower  is not  engaged in the
business of extending  credit for the purpose of purchasing or carrying  "margin
stock"  within the  meaning of  Regulation  U of the Board of  Governors  of the
Federal  Reserve  System  (12 CFR Part  221),  does  not own and has no  present
intention of acquiring any such margin stock or a "margin  security"  within the
meaning of Regulation G of the Board of Governors of the Federal  Reserve System
(12 CFR,  Part 207).  None of the proceeds of the Loan will be used  directly or
indirectly by the Borrower for the purpose of purchasing or carrying, or for the
purpose of reducing or retiring any Indebtedness  which was originally  incurred
to purchase or carry,  any such margin security or margin stock or for any other
purpose which might  constitute the transaction  contemplated  hereby a "purpose
credit"  within the meaning of said  Regulation G or Regulation U, or cause this
Agreement  to violate  any other  regulation  of the Board of  Governors  of the
Federal  Reserve  System or the Securities and Exchange Act of 1934, as amended,
or any rules or regulations promulgated under either said statute.

           Section 4.1.8.  Absence of Adverse  Agreements.  Neither the Borrower
nor any Subsidiary is a party to any indenture,  loan or credit agreement or any
lease or other  agreement or  instrument  (other than the Equity  Documents)  or
subject to any corporate,  limited liability company or partnership  restriction
which would have a Material Adverse Effect on the ability of the Borrower or any
Subsidiary to carry out its obligations under the Financing Documents.

           Section 4.1.9.  Taxes. The Borrower and each Subsidiary has filed all
tax returns  (federal,  state and local) required to be filed and paid all taxes
shown thereon to be due, including interest and penalties,  or provided adequate
reserves for payment thereof.

           Section  4.1.10.  ERISA.  The Borrower  and any  Commonly  Controlled
Entity do not maintain or contribute to any Single Employer Plan which is not in
substantial compliance with ERISA and Title X of the Consolidated Omnibus Budget
Reconciliation  Act of 1986, as amended,  or which has incurred any  accumulated
funding  deficiency  within the meaning of section  412 and 418 of the Code,  or
which has applied for or obtained a waiver from the Internal  Revenue Service of
any minimum funding  requirement under section 412 of the Code. The Borrower and
any Commonly  Controlled  Entity have not incurred any  liability to the PBGC in
connection  with any Plan covering any employees of The Borrower or any Commonly
Controlled  Entity  in  amount  exceeding  $50,000  in the  aggregate  or ceased
operations  at any facility or  withdrawn  from any Plan in a manner which could
subject any of them to liability under section 4062(e), 4063 or 4064 of ERISA in
amount exceeding $50,000 in the aggregate,  and know of no facts or circumstance
which  might  give  rise  to any  liability  of  the  Borrower  or any  Commonly
Controlled  Entity  to the PBGC  under  Title IV of  ERISA in  amount  exceeding
$50,000 in the aggregate.  The Borrower and any Commonly  Controlled Entity have
not  incurred  any  withdrawal  liability  in amount  exceeding  $50,000  in the
aggregate  (including but not limited to any contingent or secondary  withdrawal
liability)  within  the  meaning  of  sections  4201 and 4202 of  ERISA,  to any
Multiemployer Plan, and no event has occurred,  and there exists no condition or
set of circumstances,  which presents a risk of the occurrence of any withdrawal
from  or  the  partition,  termination,  reorganization  or  insolvency  of  any
Multiemployer  Plan which could result in any liability to a Multiemployer  Plan
in amount exceeding $50,000 in the aggregate.

           Except for payments  for which the minimum  funding  requirement  has
been waived  under  section 412 of the code,  full  payment has been made of all
amounts  which the Borrower and any Commonly  Controlled  Entity are required to
have paid as contributions to any Plan under applicable law or under any Plan or
any  agreement  relating  to any  Plan to which  the  Borrower  or any  Commonly
Controlled  Entity is a party. The Borrower and each Commonly  Controlled Entity
have made adequate  provision for reserves to meet  contributions  that have not
been made  because  they are not yet due under the terms of any Plan or  related
agreements.

           Neither  the  Borrower  nor any  Commonly  Controlled  Entity has any
knowledge,  nor do any of them have any  reason to believe  that any  Reportable
Event which could result in a liability or liabilities of $50,000 or more in the
aggregate has occurred with respect to any Plan.

           Section 4.1.11.  Ownership of Properties.

                 Section 4.1.11.1.  Except for Permitted  Encumbrances and Liens
permitted  under  Section  5.2.1  hereof,  each of the  Borrower,  GTI and  each
Subsidiary has good title to all of their respective  properties and assets free
and  clear  of  all  mortgages,  security  interests,  restrictions,  Liens  and
encumbrances of any kind.

                 Section  4.1.11.2.  Exhibit  4.1.11  accurately  and completely
lists the location of all real property owned or leased by the Borrower,  GTI or
any Subsidiary.  The Borrower,  GTI and each Subsidiary  enjoys quiet possession
under all  material  leases to which it is a party as a lessee,  and all of such
leases are valid,  subsisting  in full force and  effect.  No other such  leases
contain any provision restricting the incurrence of indebtedness by the lessee.

                 Section  4.1.11.3.  To  the  Borrower's  knowledge,  except  as
specified in Exhibit  4.1.11,  none of the real property  owned by the Borrower,
GTI or any  Subsidiary is located within any federal,  state or municipal  flood
plain zone.

                 Section 4.1.11.4. Except as set forth in Exhibit 4.1.11, all of
the material  properties used in the conduct of the  Borrower's,  GTI's and each
Subsidiary's  business  (i) are in good  repair,  working  order  and  condition
(reasonable wear and tear accepted) and suitable for use in the operation of the
Borrower's,  GTI's  and each  Subsidiary's  business;  and  (ii)  are  currently
operated  and  maintained,  in all material  respects,  in  accordance  with the
requirements of the National  Electrical  Safety Code on Engineering and the FCC
and other standards generally accepted in the cable television industry.

           Section 4.1.12.  Accuracy of Representations and Warranties.  None of
the Borrower's  representations  or warranties set forth in this Agreement or in
any  document  or  certificate  taken  together  with any  related  document  or
certificate  furnished  pursuant to this  Agreement  or in  connection  with the
transactions  contemplated  hereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material  fact  necessary to
make  any  statement  of fact  contained  herein  or  therein,  in  light of the
circumstances  under  which it was made,  not  misleading;  except  that  unless
provided  otherwise any such document or certificate which is dated speaks as of
the date stated and not the present.

           Section  4.1.13.   Senior   Subordinated  Note   Representations  and
Warranties.  No  default  or event of  default  exists  under any of the  Senior
Subordinated Notes or the Related Documents,  and no default or event of default
will be  caused by the  Borrower  entering  into or  performing  or  obligations
hereunder or under any of the other Financing  Documents.  The Borrower  further
represents and warrants that the entire principal  balance of the Loan qualifies
as  "Permitted  Indebtedness"  under  subpart (i) of the  definition of the term
Permitted  Indebtedness  in Section 1.01 of the  Indenture,  and that the entire
principal  balance of Loan qualifies as "Senior  Indebtedness",  as such term is
defined in Section 12.02 of the Indenture.

           Section 4.1.14. No Investment  Company.  Neither the Borrower nor any
Subsidiary  is  an  "investment   company"  or  a  company  "controlled"  by  an
"investment  company" as such terms are defined in the Investment Company Act of
1940, as amended, which is required to register thereunder.

           Section   4.1.15.   Solvency,   etc.   After  giving  effect  to  the
consummation  of the Loan to be made  under this  Agreement  as of the time this
representation  and warranty is given,  the Borrower (a) will be able to pay its
debts as they become due, (b) will have funds and capital sufficient to carry on
its business and all businesses in which it is about to engage, and (c) will own
property having a value both at fair valuation and at fair saleable value in the
ordinary course of the Borrower's  business  greater than the amount required to
pay its  Indebtedness,  including  for this  purpose  unliquidated  and disputed
claims.  The  Borrower  will not be  rendered  insolvent  by the  execution  and
delivery of this Agreement and the consummation of any transactions contemplated
herein.

           Section 4.1.16.  Approvals.  All approvals required from all Persons
including without limitation all governmental authorities with respect to the
Financing Documents have been obtained.

           Section  4.1.17.  Ownership  Interests.  The  schedule  of  ownership
interests in the Borrower and its Subsidiaries set forth in Exhibit 1.3 is true,
accurate and complete and the Investments to be made for all ownership interests
disclosed therein have in fact been fully paid in immediately available Dollars.

           Section 4.1.18. Licenses,  Registrations,  Compliance with Laws, etc.
Exhibit 4.1.18  accurately and  completely  describes all permits,  governmental
licenses,   registrations  and  approvals,  material  to  carrying  out  of  the
Borrower's and each of the Subsidiaries'  businesses as presently  conducted and
as  required  by  law or the  rules  and  regulations  of any  federal,  foreign
governmental,  state,  county or local association,  corporation or governmental
agency,  body,  instrumentality  or  commission  having  jurisdiction  over  the
Borrower or any of the  Subsidiaries,  including but not limited to the FCC, the
United States  Environmental  Protection Agency, the United States Department of
Labor,  the United States  Occupational  Safety and Health  Administration,  the
United  States  Equal  Employment  Opportunity  Commission,  the  Federal  Trade
Commission and the United States Department of Justice and analogous and related
state and foreign  agencies and each community  which has granted the Borrower a
Franchise,  each of which is listed on Exhibit 1.2 hereto.  There is no material
violation or material  failure of compliance  or, to the  Borrower's  knowledge,
allegation  of such  violation  or  failure  of  compliance  on the  part of the
Borrower or any of the Subsidiaries with any of the foregoing permits, licenses,
registrations,   approvals,  rules  or  regulations  and  there  is  no  action,
proceeding  or  investigation  pending  or to  the  knowledge  of  the  Borrower
threatened  nor has the Borrower or any  Subsidiary  received any notice of such
which might result in the termination or suspension of any such permit, license,
registration or approval which in any case could have a Material Adverse Effect.

           Section 4.1.19.  Principal Place of Business;  Books and Records. The
Borrower's chief executive office is located at Borrower's  address set forth in
Section 9.6. All of the Borrower's  books and records are kept at one or more of
its addresses set forth in Section 9.6.

           Section 4.1.20.  Subsidiaries.  GTLP has no Subsidiaries other than
Capital Corp.  Capital Corp. has no Subsidiaries.

           Section  4.1.21.  Franchises,  etc.  Exhibit 4.1.21  attached  hereto
accurately and completely lists all material authorizations,  licenses,  permits
and  Franchises  granted or  assigned  to the  Borrower  by the FCC or any other
public or  governmental  agency  or  regulatory  body,  including  all  material
authorizations,   licenses,   permits  and  Franchises  for  the   construction,
installation or operation of cable  television  systems in the Franchise  Areas,
the same constitute the only material  licenses,  permits or Franchises or other
authorizations of any public or governmental  agency or regulatory body required
or advisable in  connection  with the conduct by the Borrower of its business as
presently conducted or proposed to be conducted.  Except as disclosed on Exhibit
4.1.21, all existing Franchises are in full force and effect, are duly issued in
the  name  of,  or  validly  assigned  to,  GTI,  the  Borrower  or  one  of its
Subsidiaries  and the  Borrower  or one of its  Subsidiaries  has full power and
authority  to operate  thereunder.  Except as set forth in Exhibit 1.2, no cable
television  Franchise  issued with respect to a Franchise  Area has a term which
will  expire  prior to the  scheduled  maturity  of the Notes.  Exhibit 1.2 also
accurately  and  completely  lists all material  agreements,  if any,  which are
presently in effect for the use of public utility  facilities in connection with
the Systems.

           Section 4.1.22.  Copyright.  The Borrower has not violated any of the
provisions of the Copyright Act of 1976, 17 U.S.C. 101, et seq. The Borrower has
filed all notices and statements of account with United States  Copyright Office
and has made  all  payments  to the  United  States  Copyright  Office  that are
required in connection  with the secondary  transmission  by the Borrower of any
broadcast  television,  radio or other signals.  Exhibit  4.1.22  accurately and
completely  sets  forth  all  copyrights  held  by  the  Borrower  or any of the
Subsidiaries.

           Section  4.1.23.  Basic  Subscribers.  As of December 31,  1999,  the
Borrower had not less than 125,500 Basic  Subscribers,  and Operating  Cash Flow
for the fiscal year ended December 31, 1999 of not less than $21,000,000.

           Section 4.1.24.  Environmental Compliance.  Neither the Borrower nor,
to the best knowledge of the Borrower after due inquiry, any other Person:

                 Section 4.1.24.1.  has ever caused,  permitted,  or suffered to
exist any Hazardous Material to be spilled, placed, held, located or disposed of
on,  under,  or  about,  nor are any now  existing  on,  under,  or  about,  the
Borrower's  facilities (the  "Premises"),  or into the  atmosphere,  any body of
water, any wetlands, or on any other real property legally or beneficially owned
by any  Borrower,  other than as disclosed on Exhibit  4.1.24,  or in respect of
Hazardous Material used or disposed of in compliance with law,

                 Section  4.1.24.2.  has any  knowledge  after due inquiry  that
either the Premises or any other real property legally or beneficially  owned by
the  Borrower  has ever  been  used  (whether  by the  Borrower  or, to the best
knowledge  of the  Borrower  after  due  inquiry,  by  any  other  Person)  as a
treatment,  storage  (except  for its own  material  in the  ordinary  course of
business) or disposal  (whether  permanent or temporary)  site for any Hazardous
Material, and

                 Section  4.1.24.3.  has any knowledge  after due inquiry of any
notice of violation, lien or other notice issued by any governmental agency with
respect to the environmental condition of the Premises, any other property owned
by the  Borrower,  or any other  property  which was  included  in the  property
description  of the Premises or such other real  property  within the  preceding
three years.

           Section 4.1.25.  Material  Contracts.  Exhibit 4.1.25 attached hereto
accurately  and completely  lists all material  agreements to which the Borrower
and any of the  Subsidiaries  are a party  including,  without  limitation,  all
Franchises and all material construction,  programming, engineering, consulting,
employment,  management,  operating and related  agreements,  if any,  which are
presently  in  effect.  All  of  the  foregoing  agreements,  including  without
limitation the Franchises,  are legally valid,  binding,  subsisting and in full
force and effect and neither the Borrower, any of the Subsidiaries nor any other
parties are in material default thereunder.

           Section 4.1.26. Patents, Trademarks and Other Property Rights. Except
as set forth in Exhibit  4.1.26  attached  hereto,  each of the Borrower and the
Subsidiaries own, possess, or have licenses to use all the patents,  trademarks,
service marks,  tradenames,  copyrights and non-governmental  licenses,  and all
rights  with  respect  to the  foregoing,  necessary  for the  conduct  of their
respective businesses as now conducted,  without any conflict with the rights of
others with respect thereto.

           Section 4.1.27.  Related Documents.  The Borrower has, prior to the
date hereof, delivered to the Lenders true copies of the Related Documents and
each and every amendment or modification thereto.

           Section  4.1.28.  Transfer of Assets.  Except as set forth in Exhibit
4.1.28,  GTI has  transferred  all assets  related to cable  television  systems
(including but not limited to any Franchise) to the Borrower.

                                    ARTICLE 5

                            COVENANTS OF THE BORROWER

     Section 5.1.  Affirmative  Covenants of the Borrower  Other than  Reporting
Requirements.  From the date hereof and thereafter for so long as any portion of
the  Commitment is  outstanding or the Borrower is indebted to any Lender and/or
the Agent under any of the Financing Documents,  the Borrower will, with respect
to itself  and,  unless  noted  otherwise  below,  with  respect  to each of its
Subsidiaries,  ensure that each  Subsidiary  will,  unless the Majority  Lenders
shall otherwise consent in writing:

           Section 5.1.1. Payment of Taxes, etc. Pay and discharge all taxes and
assessments  and  governmental  charges  or levies  imposed  upon it or upon its
income or profits, or upon any properties  belonging to it, prior to the date on
which  penalties  attach  thereto,  and all lawful claims for the same which, if
unpaid,  might become a Lien upon any of its  properties;  provided that (unless
and until foreclosure, restraint, sale or any similar proceeding shall have been
commenced) the Borrower  shall not be required to pay any such tax,  assessment,
charge,  levy or claim  which is being  contested  in good  faith  and by proper
proceedings  and for which proper  reserve or other  provision  has been made in
accordance with GAAP, unless failure to pay is not material.

           Section  5.1.2.  Maintenance  of  Insurance.  Maintain  insurance  in
accordance with the Security Documents, including without limitation,  liability
insurance reasonably acceptable to the Lenders and, to the extent not covered by
any  of  the  Security  Documents,  with  responsible  and  reputable  insurance
companies or  associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
and in  accordance  with the  requirements  of any  governmental  agency  having
jurisdiction over the Borrower and/or any Subsidiary. The Borrower shall provide
the Lenders with such  evidence as the Agent may request from time to time as to
the maintenance of all such insurance.

           Section 5.1.3.  Preservation of Existence, etc. Preserve and maintain
in full force and effect its legal existence,  rights, Franchises and privileges
in the  jurisdiction  of its  organization,  preserve and maintain all licenses,
governmental approvals, trademarks, patents, trade secrets, copyrights and trade
names owned or possessed  by it and which are  necessary  or, in its  reasonable
business  judgment,  desirable  in view of its business  and  operations  or the
ownership  of its  properties  and  qualify  or  remain  qualified  as a foreign
corporation or partnership in each  jurisdiction in which such  qualification is
necessary  or, in its  reasonable  business  judgment,  desirable in view of its
business and operations and ownership of the properties.

           Section  5.1.4.   Compliance   with  Laws,   etc.   Comply  with  the
requirements of all present and future applicable laws,  rules,  regulations and
orders of any  governmental  authority  having  jurisdiction  over it and/or its
business,  except where the failure to comply would not have a Material  Adverse
Effect.

           Section 5.1.5.  Visitation  Rights.  Permit,  during normal  business
hours,  and, prior to the  occurrence of a Default or an Event of Default,  upon
prior notice, the Lenders or any agents or representatives  thereof,  to examine
and make copies of and  abstracts  from the records and books of account of, and
visit the  properties of the Borrower and any Subsidiary to discuss the affairs,
finances  and  accounts  of the  Borrower  or any  Subsidiary  with any or their
partners,   officers  or  employees  and/or  any  independent  certified  public
accountant of the Borrower and/or any Subsidiary.

           Section 5.1.6. Keeping of Records and Books of Account. Keep adequate
records  and  books  of  account,  in  which  complete  entries  will be made in
accordance  with  GAAP  and with  applicable  requirements  of any  governmental
authority  having  jurisdiction  over the  Borrower  and/or  any  Subsidiary  in
question, reflecting all financial transactions.

           Section 5.1.7. Maintenance of Properties,  etc. Maintain and preserve
all of its properties necessary or useful in the proper conduct of its business,
in good working order and  condition,  ordinary wear and tear  excepted,  and in
accordance with each of the Security Documents.

           Section  5.1.8.  Accounting  System.  Maintain a  standard  system of
accounting in accordance  with GAAP and in accordance  with the  requirements of
any  governmental  authority  having  jurisdiction  over the Borrower and/or any
Subsidiary.

           Section 5.1.9. Other Documents,  etc. Except as otherwise required by
this  Agreement,  pay,  perform and fulfill all of its obligations and covenants
under each  material  document,  instrument  or agreement to which it is a party
including,  without limitation,  the Related Documents, the Equity Documents and
the Affiliate Subordination Agreement.

           Section  5.1.10.   Maximum  Total  Indebtedness  and  Maximum  Senior
Indebtedness to Annualized  Operating Cash Flow. Maintain at all times ratios of
(i) total Indebtedness for Borrowed Money to Annualized  Operating Cash Flow and
(ii) total Senior Indebtedness to Annualized  Operating Cash Flow of not greater
than the respective ratio set forth below for each period set forth below:

                                            Total                 Senior
                                         Indebtedness          Indebtedness
           Period                                                 Ratio
Ratio____

     Closing Date through                                   7.65:1.001.65:1.00
       August 30, 2000

     September 1, 2000 and thereafter    7.35:1.00             1.65:1.00

     The Borrower shall be in compliance  with the foregoing  covenant as of the
last day of each calendar month.

           Section 5.1.11.  Maximum Senior  Indebtedness  to Basic  Subscribers.
Maintain  at the  last  day  of  each  calendar  month  a  ratio  of  (i)  total
Indebtedness  for  Borrowed  Money  (in  dollars)  to (ii) the  number  of Basic
Subscribers of not greater than $1,299:1.

           Section  5.1.12.  Minimum  Ratio of  Operating  Cash Flow to Interest
Expense.  Maintain at all times a ratio of (i) Operating Cash Flow to (ii) Total
Cash Interest  Expense  (exclusive of Closing Costs) of not less than 1.05:1.00.
The Borrower shall be in compliance with the foregoing covenant on an annualized
basis as of the last day of each  calendar  month so that  Operating  Cash Flow,
Total  Cash  Interest  Expense  and each  component  of each of said  terms  are
calculated  for the  calendar  month  in  question  and for the two  immediately
preceding  calendar months and the results of said calculation are multiplied by
four.

           Section 5.1.13.  Intentionally Omitted.

           Section 5.1.14.  Minimum Fixed Charge Coverage.  Maintain at the last
day of each calendar month a Fixed Charge Coverage for such fiscal quarter of
not less than 1.05:1.00.

           Section 5.1.15.  Intentionally Omitted.

           Section 5.1.16.  Officer's  Certificates  and Requests.  Provide each
Officer's Certificate required under this Agreement and each Request so that the
statements contained therein are accurate and complete in all respects.

           Section 5.1.17.  Depository.  Use the Agent as a depository of the
Borrower's funds.

           Section 5.1.18.  Chief Executive Officer.  Maintain Tommy L. Gleason,
Jr. and/or James M. Gleason as the Person with principal executive, operating
and management responsibility for the Systems or obtain a replacement of
comparable experience and training in the cable television industry reasonably
satisfactory to the Majority Lenders within 90 days of his ceasing to act in
such capacity.

           Section 5.1.19. Completion of Improvements. Complete all improvements
by such date as may be necessary to comply with  applicable  Franchise and other
regulatory or contractual requirements, and, within 30 days after the request of
the Majority Lenders, supply the Lenders with such documentation as the Majority
Lenders shall reasonably request evidencing such completion.

           Section  5.1.20.  Notice  of  Purchase  of Real  Estate  and  Leases.
Promptly  notify the Lenders in the event that the Borrower  shall  purchase any
real estate or enter into any lease of real estate or of  equipment  material to
the  operation  of the  Systems,  supply the Lenders  with a copy of the related
purchase agreement or of such lease, as the case may be, and if requested by the
Lenders,  execute and  deliver,  or cause to be executed and  delivered,  to the
Agent for the benefit of the Lenders a deed of trust or mortgage or  assignment,
together with landlord consents, in the case of leased property, satisfactory in
form and  substance  to the Agent,  granting a valid first Lien  (subject to any
Liens  permitted  under Section 5.2.1 hereof) on such real property or leasehold
as security for the Financing Documents.

           Section 5.1.21.  Additional Assurances.  From time to time hereafter,
execute and  deliver or cause to be  executed  and  delivered,  such  additional
instruments, certificates and documents, and take all such actions, as the Agent
shall  reasonably  request for the purpose of implementing  or effectuating  the
provisions of the Financing Documents, and upon the exercise by the Agent of any
power,  right,  privilege or remedy  pursuant to the Financing  Documents  which
requires any consent, approval, registration,  qualification or authorization of
any  governmental  authority  or  instrumentality,   exercise  and  deliver  all
applications,  certifications,  instruments  and other documents and papers that
the Agent may be so required to obtain.

           Section 5.1.22.  Appraisals.  Permit the Agent and its agents, at any
time and in the sole  discretion  of the Agent or at the request of the Majority
Lenders,  to conduct  appraisals  of the Systems,  the cost of which  appraisals
shall be borne by the Borrower following a Default or Event of Default.

           Section 5.1.23. Environmental Compliance.  Comply strictly and in all
respects with the requirements of all federal,  state,  and local  environmental
laws; notify the Lenders promptly in the event of any spill,  Hazardous Material
affecting the premises  occupied by the Borrower  from time to time;  forward to
the Lenders  promptly  any notices  relating to such matters  received  from any
governmental  agency;  and  pay  promptly  when  due  any  uncontested  fine  or
assessment against the Premises.

           Section  5.1.24.  Remediation.  Immediately  contain  and  remove any
Hazardous  Material found on the Premises in compliance with applicable laws and
at the Borrower's  expense,  subject however,  to the right of the Agent, at the
Agent's option but at the Borrower's expense, to have an environmental  engineer
or other representative review the work being done.

           Section 5.1.25.  Site  Assessments.  Promptly upon the request of the
Agent,  based upon the Agent's reasonable belief that a material hazardous waste
or other environmental problem exists with respect to the Premises,  provide the
Agent with an environmental  site assessment report or an update of any existing
report,  all in scope,  form and content and performed by such company as may be
reasonably satisfactory to the Agent.

           Section 5.1.26.  Indemnity.  Indemnify,  defend, and hold each of 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 for  environmental
cleanup  costs,   any  resulting   damage  to  the  environment  and  any  other
environmental claims against the Borrower,  the Lenders and/or the Agent arising
out of the  transactions  contemplated by this Agreement,  or the Premises.  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 Loan.

           Section 5.1.27.  Intentionally Omitted.

           Section 5.1.28.  Intentionally Omitted.

     Section 5.2. Negative  Covenants of the Borrower.  From the date hereof and
thereafter  for so long as any portion of the  Commitment is  outstanding or the
Borrower is indebted to any Lender  and/or the Agent under any of the  Financing
Documents,  each of the Borrower  and GTI will not,  with respect to itself and,
unless noted otherwise  below,  with respect to each of its  Subsidiaries,  will
ensure that each such Subsidiary will not,  without the prior written consent of
the Majority Lenders:

           Section 5.2.1.  Liens, etc. Create,  incur, assume or suffer to exist
any Lien of any nature, upon or with respect to any of its properties, now owned
or  hereafter  acquired,   or  assign  as  collateral  or  otherwise  convey  as
collateral,  any right to receive income, except that the foregoing restrictions
shall not apply to any Liens:

                 Section 5.2.1.1. For taxes, assessments or governmental charges
or  levies  on  property  if the same  shall  not at the time be  delinquent  or
thereafter  can be  paid  without  penalty  or  interest,  or  (if  foreclosure,
distraint,  sale or other similar proceedings shall not have been commenced) are
being  contested  in  good  faith  and  by  appropriate  proceedings  diligently
conducted  and for which  proper  reserve  or other  provision  has been made in
accordance with GAAP;

                 Section   5.2.1.2.   Imposed   by  law,   such  as   carriers',
warehousemen's  and mechanics' liens,  bankers' set off rights and other similar
liens  arising in the ordinary  course of business for sums not yet due or being
contested in good faith and by appropriate  proceedings diligently conducted and
for which proper  reserve or other  provision has been made in  accordance  with
GAAP;

                 Section 5.2.1.3. Arising in the ordinary course of business out
of pledges or deposits under worker's compensation laws, unemployment insurance,
old age pensions,  or other social security or retirement  benefits,  or similar
legislation;

                 Section  5.2.1.4.  Arising  from or upon any judgment or award,
provided that such judgment or award is being  contested in good faith by proper
appeal proceedings and only so long as execution thereon shall be stayed;

                 Section 5.2.1.5.  Set forth on Exhibit 1.7;

                 Section  5.2.1.6.  Now or  hereafter  granted  pursuant  to the
Security  Documents or otherwise  now or hereafter  granted to the Agent for the
benefit of the Lenders as collateral  for the Loan and/or the  Borrower's  other
Obligations  arising in  connection  with or under this  Agreement  or the Other
Financing Documents;

                 Section   5.2.1.7.   Consisting   of  deposits  to  secure  the
performance of bids, trade contracts  (other than for borrowed  money),  leases,
statutory obligations,  surety bonds, performance bonds and other obligations of
a like  nature  incurred  in  the  ordinary  course  of  the  Borrower's  or any
Subsidiary's business;

                 Section  5.2.1.8.  Consisting  of  easements,  rights  of  way,
restrictions and other similar  encumbrances  incurred in the ordinary course of
business  which, in the aggregate,  are not substantial in amount,  and which do
not in any case  materially  detract  from the  value  of the  property  subject
thereto or interfere  with the  ordinary  conduct of business by the Borrower or
any Subsidiary;

                 Section 5.2.1.9.  Securing Indebtedness permitted to exist
under Section 5.2.8.5 hereof; and

                 Section 5.2.1.10. Granted pursuant to the Pledge and Assignment
Agreement for the sole purpose of securing the obligations of the Borrower under
Section 11.01(b) of the Indenture.

           Section 5.2.2.  Assumptions, Guaranties, etc. of Indebtedness of
Other Persons.  Assume, guarantee, endorse or otherwise become directly or
contingently liable in connection with any obligation or Indebtedness of any
other Person, except:

                 Section 5.2.2.1.  Guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business;

                 Section 5.2.2.2.  Assumptions, guaranties, endorsements and
contingent liabilities within the definition of Indebtedness and permitted by
Section 5.2.8; and

                 Section 5.2.2.3.  Those set forth on Exhibit 5.2.2.

           Section 5.2.3. Sale of Assets, Dissolution, etc. Dissolve, liquidate,
wind up, merge or consolidate  or combine with another  Person or sell,  assign,
lease or  otherwise  dispose of  (whether in one  transaction  or in a series of
transactions)  all or a  substantial  part of its assets  (whether  now owned or
hereafter  acquired),  or any  of  GTI's,  the  Borrower's  or any  Subsidiary's
interests in real property other than (i) Asset Sales involving assets having an
aggregate  fair  salable  value of less than  $500,000  during  the term of this
Agreement,  (ii) Asset Sales having an aggregate fair salable value in excess of
$500,000  during the term of this  Agreement  and as to which all of the Lenders
have  given  their  prior  written  consent,  and (iii)  System  Asset  Sales in
accordance with Section 2.6.1.3.

           Section 5.2.4.  Change in Nature of Business.  Make any material
change in the nature of its business.

           Section 5.2.5.  Ownership.  Cause or permit (i) the occurrence of any
Change in Control, or (ii) any change in the ownership interests of the Borrower
which would cause GTI or LLC to cease to be the managing  general partner of the
Borrower holding at least a 1% ownership interest in the Borrower.

           Section 5.2.6. Sale and Leaseback.  Enter into any sale and leaseback
arrangement with any lender or investor,  or enter into any leases except in the
normal  course of  business at  reasonable  rents  comparable  to those paid for
similar leasehold interests in the area.

           Section  5.2.7.  Sale of Accounts,  etc.  Sell,  assign,  discount or
dispose  in any  way of any  accounts  receivable,  promissory  notes  or  trade
acceptances  held by the Borrower or any Subsidiary,  with or without  recourse,
except in the ordinary course of the Borrower's or any Subsidiary's business.

           Section 5.2.8.  Indebtedness.  Incur, create, become or be liable
directly or indirectly in any manner with respect to or permit to exist any
Indebtedness except:

                 Section 5.2.8.1.  Indebtedness under the Financing Documents or
the Other Financing Documents;

                 Section 5.2.8.2. Indebtedness with respect to trade obligations
and other  normal  accruals  and  customer  deposits in the  ordinary  course of
business not yet due and payable in  accordance  with  customary  trade terms or
with respect to which the Borrower or any Subsidiary is contesting in good faith
the amount or validity  thereof by appropriate  proceedings and then only to the
extent such Person has set aside on its books adequate reserves therefor;

                 Section 5.2.8.3.  Intentionally Omitted.

                 Section 5.2.8.4. Any Affiliate  Subordinated  Indebtedness from
time to time  outstanding,  all upon terms and  conditions  satisfactory  to the
Majority  Lenders,  and  provided  that the  Majority  Lenders,  in  their  sole
discretion, have consented to the incurrence thereof;

                 Section 5.2.8.5.  Intentionally Omitted;

                 Section  5.2.8.6.  Indebtedness  with respect to interest  rate
protection obligations under Section 2.7.5.

                 Section  5.2.8.7.  Indebtedness  with  respect  to  the  Senior
Subordinated  Notes and the Related Documents not exceeding  $120,000,000 in the
aggregate.

           Section 5.2.9. Other Agreements. Amend any of the terms or conditions
of the documents  evidencing the Related  Documents,  the Equity Documents,  the
Affiliate  Subordination  Agreement,  or any  material  term  of the  Management
Agreement,  or any  indenture,  agreement,  document,  note or other  instrument
evidencing,  securing  or  relating to any other  Indebtedness  permitted  under
Section 5.2.8.

           Section 5.2.10. Payment or Prepayment of Equity. Except for Permitted
Restricted  Payments,  make any payment or  prepayment  of any  principal  of or
interest on or any payment,  prepayment,  redemption,  defeasance,  sinking fund
payment,  other  repayment of principal or deposit for the purpose of any of the
foregoing on or in connection with the Equity.

           Section 5.2.11. Dividends, Payments and Distributions. Declare or pay
any dividends,  management  fees or like fees or make any other  distribution of
cash or  property  or both to any of the  Manager,  GTI or LLC or use any of its
assets for  payment,  purchase,  retention,  acquisition  or  retirement  of any
beneficial interest in the Borrower or GTI or LLC or set aside or reserve assets
for  sinking or like  funds for any of the  foregoing  purposes,  make any other
distribution  by reduction of capital or otherwise in respect of any  beneficial
interest in the Borrower or GTI or LLC or permit any  Subsidiary  which is not a
wholly-owned  Subsidiary  so to do;  provided,  that the  Borrower  (i) may make
distributions  (A) to GTI and LLC (but  only so long as no  Default  or Event of
Default then exists or would be created  thereby) not more  frequently than once
per  Borrower  fiscal year to enable GTI, LLC and its members to pay federal and
state  income  taxes  payable  by GTI,  LLC and its  members  as a result of the
taxable  income of the  Borrower  for federal  income tax purposes to the extent
that such taxable income cannot be offset by previously generated taxable losses
of the  Borrower,  and (B) to LLC in an  aggregate  annual  amount not to exceed
$45,000 to enable LLC to pay  managers'  fees to the  managers  appointed by the
Investors (collectively,  the "Permitted Restricted Payments"), and (ii) may pay
Management  Fees to the  Manager  only in  accordance  with and  subject  to the
Management  Agreement  and  the  Affiliate  Subordination  Agreement,  as  those
agreements  are in effect on the date hereof,  but in no event may the amount of
Management  Fees paid with respect to any fiscal quarter of the Borrower  ending
in any of the periods set forth below exceed an amount  equal to the  percentage
of the  Gross  Revenues  of the  Borrower  (other  than  from  the sale or other
disposition  of a capital asset) for any fiscal quarter ending during the period
set forth below opposite each such percentage.

           Period                              Percentage of Gross Revenues

           January 1, 2000 through                   3.00%
           June 30, 2000

           July 1, 2000 and thereafter               2.50%

The  Management  Fees  shall  be  fully  subordinated  to  the  payment  of  the
Obligations  pursuant  to the terms of the  Affiliate  Subordination  Agreement.
Notwithstanding  anything to the contrary set forth herein or in the  Management
Agreement,  during the existence of a Default or an Event of Default, Management
Fees  shall  accrue  at  the  percentages  permitted  above,  but no  amount  of
Management  Fees  shall be  permitted  to be paid in excess of 40% of the amount
which would  otherwise  be  permitted  to be paid  pursuant to the terms of this
Section (any such Management Fees accruing but not permitted to be paid pursuant
to this sentence being herein referred to as "Subordinated Management Fees"). No
Subordinated  Management  Fees may be paid until one day following the Repayment
Date and Subordinated Management Fees shall not bear interest.

           Section  5.2.12.  Investments  in or to  Other  Persons.  (a) Make or
commit to make any  Investment  in or to any  other  Person  (including  without
limitation  any  Subsidiary)  other than (i) advances to employees  for business
expenses not to exceed $10,000 in the aggregate outstanding for any one employee
and not to exceed  $25,000 in the aggregate  outstanding  at any one time to all
such  employees,  (ii) Cash  Equivalent  Investments  and (iii)  Investments  in
accounts,  contract  rights  and  chattel  paper  (as  defined  in  the  Uniform
Commercial  Code) and notes  receivable,  arising or  acquired  in the  ordinary
course of business.

           Section 5.2.13. Transactions with Affiliates.  Except as contemplated
by the Equity  Documents,  engage in any transaction or enter into any agreement
with an  Affiliate,  or in the  case of  Affiliates  or  Subsidiaries,  with the
Borrower  or another  Affiliate  or  Subsidiary,  on other than an arm's  length
basis.

           Section 5.2.14.  Change of Fiscal Year.  Change its fiscal year.

           Section 5.2.15.  Subordination of Claims. Subordinate or permit to be
subordinated  any  present  or future  claim  against or  obligation  of another
Person,  except  as  ordered  in  a  bankruptcy  or  similar  creditors'  remedy
proceeding of such other Person.

           Section 5.2.16.  Compliance with ERISA.  With respect to Borrower and
any Commonly Controlled Entity (a) terminate,  or cease to have an obligation to
contribute to, any Multiemployer  Plan so as to result in any material liability
of  the  Borrower  or  any  Commonly   Controlled  Entity  to  PBGC  or  to  any
Multiemployer  Plan, (b) engage in any "prohibited  transaction"  (as defined in
section  4975 of the Code)  involving  any Plan which would result in a material
liability of the Borrower or any Commonly Controlled Entity for an excise tax or
civil penalty in connection therewith, (c) except for any deficiency caused by a
waiver of the minimum  funding  requirement  under  section 412 of the code,  as
described  above,  incur or suffer to exist any  material  "accumulated  funding
deficiency"  (as defined in section 302 of ERISA and  sections 412 and/or 418 of
the Code) of the  Borrower or any  Commonly  Controlled  Entity,  whether or not
waived,  involving any Single  Employer  Plan,  (d) incur or suffer to exist any
Reportable  Event or the  appointment of a trustee or institution of proceedings
for  appointment of a trustee for any Single  Employer Plan if, in the case of a
Reportable  Event,  same  continues  unremedied for 10 days after notice of such
Reportable Event pursuant to section  4043(a),  (c) or (d) of ERISA is given, if
in the  reasonable  opinion of the  Lenders  any of the  foregoing  is likely to
result in a  material  liability  of the  Borrower  or any  Commonly  Controlled
Entity.  The assets  held under  these  Plans  being  sufficient  to protect all
accrued  benefits,  (e) allow or suffer to exist any event or  condition,  which
presents a material  risk of  incurring a material  liability of the Borrower or
any Commonly Controlled Entity to PBGC by reason of termination of any such Plan
or (f) cause or permit any Plan  maintained  by  Borrower  and/or  any  Commonly
Controlled  Entity to be out of  compliance  with  ERISA  and/or  Title X of the
Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. For purposes
of this  Section  5.2.16  "material  liability"  shall  be  deemed  to mean  any
liability of $50,000 or more in the aggregate.

           Section  5.2.17.   Capital   Expenditures.   Incur  or  make  Capital
Expenditures during any fiscal year of the Borrower set forth below in an amount
in excess of the amount set forth below opposite the fiscal year of the Borrower
ending at the date set forth below:

     Fiscal Year Ending                        Maximum Capital Expenditure

     December 31, 2000                         $  8,000,000

           Section  5.2.18.  Hazardous  Waste.  Become  involved,  or permit any
tenant of its real property to become  involved,  in any operations at such real
property generating,  storing,  disposing, or handling Hazardous Material or any
other activity that could lead to the imposition on the Borrower or the Agent or
any Lender,  or any such real  property of any material  liability or Lien under
any environmental laws.

           Section  5.2.19.  Payments  on Senior  Subordinated  Notes.  Make any
payment or prepayment of any principal of, interest on or fees and other charges
with respect to, or any payment,  prepayment,  redemption,  defeasance,  sinking
fund  payment,  other  repayment  of principal  or deposit  (including,  without
limitation,  any deposit under the terms of the Pledge and Assignment  Agreement
other than the deposit of the initial  net  proceeds of the Senior  Subordinated
Notes) for the  purpose of any of the  foregoing  on or in  connection  with the
Senior  Subordinated  Notes,  except for  payments  permitted  to be made to the
holders of the Senior  Subordinated  Notes  under the terms of Article 12 of the
Indenture,  provided  that in no event may the  Borrower  exercise  its right to
make, or make  defeasance  payments under Article 4 of the Indenture or make any
optional or  discretionary  payment or prepayment of any principal of,  interest
on, or fees and other charges with respect to, the Senior  Subordinates Notes or
any payment, prepayment, redemption, defeasance, sinking fund payment, repayment
of principal or deposit (including,  without  limitation,  any deposit under the
terms of the  Pledge and  Assignment  Agreement  other  than the  deposit of the
initial net  proceeds of the Senior  Subordinated  Notes) for the purpose of the
foregoing on or with respect to the Senior Subordinated Notes.

     Section 5.3.  Reporting  Requirements.  From the date hereof and thereafter
for so long as any portion of the  Commitment is  outstanding or the Borrower is
indebted to any Lender  and/or the Agent under any of the  Financing  Documents,
the  Borrower  will,  unless the Majority  Lenders  shall  otherwise  consent in
writing,  furnish or cause to be furnished to the Agent for  distribution to the
Lenders:

           Section  5.3.1.  As soon as possible and in any event upon  acquiring
knowledge  of an Event of Default  or  Default,  continuing  on the date of such
statement,  the written  statement of an officer of the Borrower  setting  forth
details of such Event of Default or Default  and the action  which the  Borrower
proposes to take with respect thereto;

           Section 5.3.2.  As soon as  practicable  after the end of each fiscal
year of Borrower  and in any event  within 105 days after the end of each fiscal
year  of  the  Borrower,  a  balance  sheet  of the  Borrower  and  each  of its
Subsidiaries  as at the end of such  year,  and a  statement  of income and cash
flows and  partners'  capital of the Borrower and each of its  Subsidiaries  for
such year setting forth in each case the corresponding figures for the preceding
fiscal year, such statements to be certified by a firm of independent  certified
public  accountants  selected  by  Borrower  and  reasonably  acceptable  to the
Majority Lenders, and to contain a statement to the effect that such accountants
have examined Sections 5.1.10 through 5.1.14 and 5.2.17 and that in the scope of
their review  nothing has come to their  attention to indicate that a Default or
Event of  Default  exists  on  account  of  Borrower's  failure  to have been in
compliance therewith on the date of such statements;

           Section  5.3.3.  As soon as is  practicable  after the end of each of
each fiscal quarter of each Borrower fiscal year and in any event within 45 days
thereafter,  a balance sheet of the Borrower and the  Subsidiaries as of the end
of such period and a statement  of income and cash flows of the Borrower and the
Subsidiaries  for such  period  and the  fiscal  year to that  date,  subject to
changes resulting from year-end  adjustments,  together with a comparison to the
Budget  for the  applicable  period,  such  balance  sheet  to be  prepared  and
certified  by GTI  in an  Officer's  Certificate  as  having  been  prepared  in
accordance with GAAP except for footnotes and year-end adjustments, and to be in
form satisfactory to the Agent;

           Section  5.3.3A.  As soon as is practicable  after the end of each of
each  month  of each  Borrower  fiscal  year  and in any  event  within  30 days
thereafter,  a balance sheet of the Borrower and the  Subsidiaries as of the end
of such month and a statement  of income and cash flows of the  Borrower and the
Subsidiaries  for such  period  and the  fiscal  year to that  date,  subject to
changes resulting from year-end  adjustments,  together with a comparison to the
Budget  for the  applicable  period,  such  balance  sheet  to be  prepared  and
certified  by GTI  in an  Officer's  Certificate  as  having  been  prepared  in
accordance with GAAP except for footnotes and year-end adjustments, and to be in
form satisfactory to the Agent;

           Section 5.3.4.  As soon as  practicable  after the end of each fiscal
year the management  letter for the Borrower and the  Subsidiaries  (when and if
issued)  prepared  with  respect to such  fiscal  year by the  certified  public
accounting firm which certified the financial statements in question;

           Section  5.3.5.  Simultaneously  with the  furnishing  of each of the
year-end  financial  statements  of the  Borrower  and  the  Subsidiaries  to be
delivered  pursuant to Section  5.3.2 and each of the monthly  statements of the
Borrower  and the  Subsidiaries  to be  delivered  pursuant to Section  5.3.3 an
Officer's  Certificate  of an officer of GTI which shall  contain a statement in
the form of Exhibit  5.3.5 to the effect that no Event of Default or Default has
occurred,  without having been waived in writing, or if there shall have been an
Event of Default not  previously  waived in writing  pursuant to the  provisions
hereof,  or a Default,  such  Officer's  Certificate  shall  disclose the nature
thereof.  Each such Officer's  Certificate  shall also calculate,  set forth and
certify  to the  accuracy  of  the  amounts  required  to be  calculated  in the
financial covenants of the Borrower contained in this Agreement and described in
Exhibit 5.3.5;

           Section 5.3.6. Promptly after the commencement thereof, notice of all
material  actions,  suits  and  proceedings  before  any  court or  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign, affecting the Borrower, GTI and/or any Subsidiary;

           Section 5.3.7. As soon as reasonably possible and in any event within
30  days  after  the  end  of  each  month,   a  certificate  of  an  authorized
representative  of the Borrower setting forth in reasonable  detail and compared
to  Budget,  as to each of the  Systems,  (i) the  numbers  and  types  of Basic
Subscribers and other subscribers (including tier and pay subscribers) as at the
end of such month,  (ii) changes in numbers of each such category of subscribers
(including numbers of disconnects and connects within each such category), (iii)
the numbers and types of Basic Subscribers more than 60 days delinquent measured
from the date of original billing, and (iv) the average basic and pay rates;

           Section  5.3.8.  On or before  January 31 of each  fiscal year of the
Borrower commencing hereafter, an updated proposed budget, prepared on a monthly
basis, and updated financial projections  (together,  the "Budget") for the next
four fiscal years, setting forth in detail reasonably  satisfactory to the Agent
the  projected  results  of  operations  of  the  Borrower,   including  without
limitation,  projected revenues and expenses, detailed Capital Expenditures plan
and subscriber levels,  stating  underlying  assumptions and, if required by the
Lender,  accompanied by a written  statement of an authorized  representative of
the Borrower certifying as to the approval of such Budget by GTI;

           Section  5.3.9.  Such  other  information  respecting  the  business,
properties  or the  condition  or  operations,  financial or  otherwise,  of the
Borrower,  GTI or any of their  Subsidiaries as any Lender may from time to time
reasonably request;

           Section 5.3.10.  Written notice of the fact and of the details of any
sale or transfer of any  ownership  interest in GTI, or any  ownership  interest
owned by the  Borrower,  GTI or LLC in the Borrower or any  Subsidiary or by the
Investors,  Old Galaxy,  Vista,  Vantage or  Management  LLC in GTI or LLC given
promptly  after  Borrower  acquires  knowledge  thereof  except that notice with
regard to sales or  transfers  of Limited  Partner's  interests  may be provided
annually  within 30 days after  preparation  of Borrower's  limited  partnership
federal tax return;  provided,  however, that this clause shall not be deemed to
constitute or imply any consent to any such sale or transfer;

           Section  5.3.11.  Prompt written notice of loss of any key personnel,
termination of or default under the Management Agreement or any material adverse
change  in the  Borrower's,  GTI's,  Manager's  or any  Subsidiary's  condition,
financial  or  otherwise,  and an  explanation  thereof  and of the  actions the
Borrower,  GTI,  LLC, the Manager  and/or such  Subsidiary  propose to take with
respect thereto; and

           Section 5.3.12.  Written notice of the following  events,  as soon as
possible and in any event within 15 days after the Borrower  knows or has reason
to know thereof:  (i) the  occurrence or expected  occurrence of any  Reportable
Event with respect to any Plan, or (ii) the  institution  of  proceedings or the
taking or  expected  taking of any other  action by PBGC or the  Borrower or any
Commonly Controlled Entity to terminate, withdraw or partially withdraw from any
Plan and, with respect to any Multiemployer Plan, the Reorganization (as defined
in Section 4241 of ERISA) or Insolvency (as defined in Section 4245 of ERISA) of
such Plan and in addition to such notice, deliver to the Lender whichever of the
following may be applicable:  (a) an Officer's Certificate setting forth details
as to such  Reportable  Event  and the  action  that the  Borrower  or  Commonly
Controlled Entity proposes to take with respect thereto, together with a copy of
any notice of such Reportable  Event that may be required to be filed with PBGC,
or (b) any notice  delivered by PBGC  evidencing  its intent to  institute  such
proceedings  or any  notice to PBGC that such Plan is to be  terminated,  as the
case may be.

                                    ARTICLE 6

                                EVENTS OF DEFAULT

     Section 6.1. Events of Default. The Borrower shall be in default under each
of the  Financing  Documents,  upon  the  occurrence  of any  one or more of the
following events ("Events of Default"):

           Section  6.1.1.  If  Borrower  shall  fail to make  due and  punctual
payment of any principal, fees, interest and/or other amounts payable under this
Agreement as provided in any of the Notes and/or in this Agreement when the same
is due and  payable,  whether  at the due date  thereof  or at a date  fixed for
prepayment or if Borrower shall fail to make any such payment of fees, interest,
principal  and/or any other amount under this Agreement  and/or under any of the
Notes on the date when such payment becomes due and payable by acceleration;

           Section 6.1.2. If GTLP, GTI, LLC, Capital Corp.,  Management LLC, the
Manager or any Subsidiary shall make an assignment for the benefit of creditors,
or shall fail  generally  to pay its or their debts as they become due, or shall
admit in writing its or their  inability  to pay its debts as they become due or
shall file a voluntary  petition in  bankruptcy,  or shall file any  petition or
answer  seeking  any  reorganization,   arrangement,   composition,  adjustment,
liquidation,  dissolution  or  similar  relief  under the  present or any future
federal bankruptcy laws or other applicable federal, state or other statute, law
or  regulation,  or shall seek or consent to or acquiesce in the  appointment of
any trustee,  receiver or liquidator of it or of all or any substantial  part of
its  properties,  or if partnership  or corporate  action shall be taken for the
purpose of effecting any of the foregoing; or

           Section 6.1.3.  To the extent not described in Section 6.1.2,  (i) if
GTLP,  GTI, LLC,  Capital Corp.,  Management  LLC, the Manager or any Subsidiary
shall be the  subject  of a  bankruptcy  proceeding,  or (ii) if any  proceeding
against  any of  them  seeking  any  reorganization,  arrangement,  composition,
adjustment, liquidation, dissolution, or similar relief under the present or any
future federal  bankruptcy law or other applicable  federal,  foreign,  state or
other statute,  law or regulation  shall be commenced,  or (iii) if any trustee,
receiver or liquidator of any of them or of all or any  substantial  part of any
or all  of  their  properties  shall  be  appointed  without  their  consent  or
acquiescence;  provided that in any of the cases described above in this Section
6.1.3,  such proceeding or appointment  shall not be an Event of Default if GTI,
GTLP,  LLC,  Capital  Corp.,  Management  LLC, the Manager or the  Subsidiary in
question shall cause such  proceeding or appointment to be discharged,  vacated,
dismissed or stayed within 30 days after commencement thereof; or

           Section 6.1.4. If final judgment or judgments  aggregating  more than
$100,000 shall be rendered  against GTLP,  GTI, LLC,  Capital Corp.,  Management
LLC, the Manager or any  Subsidiary and shall remain  undischarged,  unstayed or
unpaid for an  aggregate  of 30 days  (whether or not  consecutive)  after entry
thereof; or

           Section 6.1.5. If GTLP, GTI, LLC, Capital Corp.,  Management LLC, the
Manager or any  Subsidiary  shall default (after giving effect to any applicable
grace period) in the due and punctual payment of the principal of or interest on
any Indebtedness  exceeding in the aggregate  $250,000 (other than the Loan), or
if any default shall have occurred and be continuing  after any applicable grace
period  under any  mortgage,  note or other  agreement  evidencing,  securing or
providing  for  the  creation  of  such  Indebtedness,   which  results  in  the
acceleration of such Indebtedness or which permits, or with the giving of notice
would permit,  any holder or holders of any such  Indebtedness to accelerate the
stated maturity thereof; or

           Section 6.1.6.  If there shall be a default in the performance of the
Borrower's obligations under Section 5.1.3 (insofar as such Section requires the
preservation of the limited  partnership or limited  liability company existence
of the  Borrower  or the  corporate  existence  of any  Subsidiaries),  Sections
5.1.10, 5.1.11, 5.1.12, 5.1.14, or 5.1.27 or Section 5.2 of this Agreement; or

           Section  6.1.7.  If there shall be any default in the  performance of
any  covenant or condition  contained  in this  Agreement or in any of the other
Financing  Documents to be observed or performed pursuant to the terms hereof or
any Financing  Document,  as the case may be, other than a covenant or condition
referred to in any other  subsection  of this Section 6.1 and such default shall
continue  unremedied  or unwaived,  (i) in the case of any covenant or condition
contained in Section 5.3, for 20 Business Days, or (ii) in the case of any other
covenant or condition for which no other grace period is provided,  for 30 days,
or (iii) if any of the  representations  and  warranties  made or deemed made by
Borrower to the Lenders  pursuant to this Agreement proves to have been false or
misleading in any material respect when made; or

           Section  6.1.8.  If there shall be any  attachment of any deposits or
other property of GTLP,  GTI, LLC,  Capital Corp.,  Management  LLC, the Manager
and/or any  Subsidiary in the  possession of any Lender or any attachment of any
other property of GTLP,  GTI, LLC,  Capital Corp.,  Management  LLC, the Manager
and/or  any  Subsidiary  in an  amount  exceeding  $50,000,  which  shall not be
discharged within 30 days of the date of such attachment; or

           Section  6.1.9.  Any  certification  of  the  financial   statements,
furnished  to  the  Agent   pursuant  to  Section   5.3.2,   shall  contain  any
qualification; provided, however, that such qualifications will not be deemed an
Event of Default  if in each case (i) such  certification  shall  state that the
examination  of the  financial  statements  covered  thereby  was  conducted  in
accordance with generally accepted auditing standards, including but not limited
to all such tests of the accounting  records as are considered  necessary in the
circumstances  by the independent  certified public  accountants  preparing such
statements, (ii) such financial statements were prepared in accordance with GAAP
and (iii) such  qualification does not involve the "going concern" status of the
entity being reported upon; or

           Section 6.1.10. The on-the-air cable television  operations affecting
more than 10% of the Basic  Subscribers  of the Borrower shall be interrupted at
any time for more than 10  consecutive  days or more than 15 days in a  12-month
period unless such interruptions are covered by business interruption insurance;
or

           Section  6.1.11.  (i) the Borrower or GTI shall lose, fail to keep in
force, suffer the termination, suspension or revocation of or terminate, forfeit
or suffer an amendment to any  Franchise or group of Franchises at any time held
by it covering  10% or more of the Basic  Subscribers  of the  Borrower or which
would have a Material Adverse Effect,  which  circumstance  shall continue for a
period of 30 days after the Borrower or GTI discovers  such  circumstance;  (ii)
any governmental regulatory authority shall schedule or conduct a hearing on the
renewal of any  Franchise  held by the Borrower and the Majority  Lenders  shall
reasonably believe that the result thereof shall be the termination, revocation,
suspension, or material amendment of such Franchise and that such event would be
likely to have a material adverse effect on the Borrower; (iii) any governmental
regulatory  authority  shall  commence  an  action  or  proceeding  seeking  the
termination,  suspension,  revocation  or  material  adverse  amendment  of  any
Franchise  held by the  Borrower  or GTI or any  such  termination,  revocation,
suspension or amendment  which is reasonably  likely to result in a reduction of
Gross  Revenues on an annual basis in excess of 5% of the Gross  Revenues of the
Borrower for the most recent fiscal year; or (iv) any governmental or regulatory
authority shall order a refund or rollback in Borrower's  cable television rates
which will reduce Borrower's Projected Gross Revenues by 2.5% or more; or

           Section 6.1.12. For any reason (i) Tommy L. Gleason, Jr. and/or James
M. Gleason shall cease to actively serve in his present management capacity with
the Borrower or shall be released from such obligations, unless a successor with
comparable  experience and training in the cable television  industry reasonably
satisfactory  to the  Majority  Lenders is  appointed  within 90 days after such
cessation, or (ii) GTI shall cease to be a general partner of the Borrower; or

           Section 6.1.13.  The termination,  for any reason,  of the Management
Agreement  or the  occurrence  of a material  default by the Manager  thereunder
unless  a  successor  with  comparable  experience  and  training  in the  cable
television industry reasonably satisfactory to the Majority Lenders is appointed
pursuant to the terms of a  management  agreement  satisfactory  to the Majority
Lenders within 90 days after such termination or the occurrence of such Default;
or

           Section 6.1.14.  The occurrence of a Change of Control; or

           Section  6.1.15.  The dissolution or termination of existence of GTI,
LLC or  GTLP,  Capital  Corp.,  the  revocation  by GTI or LLC of its  Unlimited
Guaranty in favor of the Agent of even date herewith or withdrawal by GTI or LLC
as a General Partner of the Borrower; or

           Section 6.1.16.  The occurrence of a default or event of default
under the Related Documents, the Equity Documents or the Other Financing
Documents;

           Section 6.1.17.  A definitive  agreement for the sale of the Borrower
and Galaxy  Telecom  L.P.  II or System  Asset  Sales of  substantially  all the
Systems  owned by the Borrower and Galaxy  Telecom L.P. II has not been executed
and  delivered on or before,  or is not in full force and effect on May 31, 2000
between the Borrower,  Galaxy  Telecom L.P. II and/or the owners of each of said
entities and an unaffiliated third party buyer in form and substance  reasonably
satisfactory  in  all  respects  to  the  Majority  Lenders   including  without
limitation (i) that any such agreement and transaction shall contain  sufficient
provision for repayment of the Loans and any Indebtedness of Galaxy Telecom L.P.
II to the Agent and each of the Lenders and all  interest,  fees and expenses in
connection  therewith in full and (ii) that any such  agreement  and any related
documents,  instruments  or  agreements  contain no  contingencies  allowing the
purchaser to terminate such agreement or any such related  document,  instrument
or  agreement  (a)  arising  from the  failure of such  purchaser  to obtain the
financing  necessary  for such  purchase,  (b) arising  from the failure of such
purchaser  to obtain  the  approvals  necessary  for such  purchase  other  than
approvals customarily not obtained until after signing of such agreement in like
transactions  or (c) relating to the  completion of any due diligence  review by
such purchaser other than completion of reasonable due diligence  customarily to
be completed in such transactions after signing such an agreement; it shall also
be considered "Event of Default"  hereunder if said purchase  agreement fails to
be in full force and effect at any time after being entered into; or

           Section 6.1.18.  If the Borrower,  GTLP, GTI, LLC or Capital Corp. or
any Subsidiary  thereof shall,  without the prior written  consent of all of the
Lenders,  become liable for  Indebtedness  for Borrowed Money which the Borrower
would not be permitted to have outstanding under the terms of Section 5.2.8.

                                    ARTICLE 7

                               REMEDIES OF LENDERS

     Upon the occurrence of any one or more of the Events of Default, the Agent,
at the  request  of the  Majority  Lenders,  shall,  by notice to the  Borrower,
declare  the  obligation  of the  Lenders  to make  the  Loan to be  terminated,
whereupon the same and the Commitment shall forthwith terminate,  and the Agent,
at the  request  of the  Majority  Lenders,  shall,  by notice to the  Borrower,
declare  the  entire  unpaid  principal  amount  of the  Notes  and all fees and
interest  accrued and unpaid thereon and/or under this Agreement,  and/or any of
the Security  Documents and any and all other Indebtedness under this Agreement,
the Notes and/or any of the Security Documents of GTLP, LLC GTI or Capital Corp.
and/or any  Subsidiary to any of the Lenders  and/or to any holder of all or any
portion of each Note to be forthwith due and payable,  whereupon all such Notes,
and all such accrued fees and interest and other such Indebtedness  shall become
and be  forthwith  due and  payable,  without  presentment,  demand,  protest or
further  notice of any kind,  all of which are  hereby  expressly  waived by the
Borrower;  provided,  however  that upon the  occurrence  of an Event of Default
under Section 6.1.2 or 6.1.3, all of the unpaid principal  amounts of the Notes,
all fees and interest  accrued and unpaid  thereon  and/or under this  Agreement
and/or under the Security  Documents and any and all other such  Indebtedness of
the Borrower to any of the Lenders and/or to any such holder shall  thereupon be
due and payable in full without any need for the Agent and/or any Lender to make
any such declaration or take any action and the Lenders' obligations to make the
Loan shall  simultaneously  terminate.  The Agent shall,  in accordance with the
votes of the  Majority  Lenders,  exercise all remedies on behalf of and for the
account  of each  Lender and on behalf of its  respective  Pro Rata Share of the
Loan,  its  Note  and  Indebtedness  of the  Borrower  owing to it or any of the
foregoing,  including  without  limitation all remedies  available under or as a
result of this  Agreement,  the Notes or any of the  Security  Documents  or any
other  document,  instrument or agreement  now or hereafter  securing any of the
Notes without any such exercise  being deemed to modify in any way the fact that
each Lender shall be deemed a separate creditor of the Borrower to the extent of
its Note and Pro Rata  Share of the Loan and any other  amounts  payable to such
Lender under this Agreement and/or the Security Documents and the Agent shall be
deemed a separate  creditor of the Borrower to the extent of any amounts owed by
the Borrower to the Agent.

                                    ARTICLE 8

                              ADMINISTRATIVE AGENT

     Section 8.1. Appointment.  The Agent is hereby appointed as agent hereunder
and each  Lender  hereby  authorizes  the Agent to act  hereunder  and under the
Security  Documents as its agent hereunder and  thereunder.  The Agent agrees to
act as such  upon  the  express  conditions  contained  in this  Article  8. The
provisions  of this  Article 8 are  solely for the  benefit  of the  Agent,  and
neither the  Borrower nor any third party shall have any rights as a third party
beneficiary  of any of the  provisions  hereof.  In performing its functions and
duties under this Agreement,  the Agent shall act solely as agent of the Lenders
and does not  assume  and shall not be deemed  to have  assumed  any  obligation
towards or relationship of agency or trust with or for the Borrower.

     Section 8.2.  Powers; General Immunity.

           Section 8.2.1. Duties Specified.  Each Lender irrevocably  authorizes
the  Agent to take such  action  on such  Lender's  behalf,  including,  without
limitation,  to execute and deliver the Security Documents to which the Agent is
a party and to exercise such powers  hereunder and under the Security  Documents
and other  instruments  and  agreements  referred to herein as are  specifically
delegated  to the Agent by the terms  hereof  and  thereof,  together  with such
powers as are  reasonably  incidental  thereto.  The Agent shall have only those
duties and  responsibilities  which are expressly specified in this Agreement or
in any of the  Security  Documents  and it may perform such duties by or through
its  agents  or  employees.  The  duties of the Agent  shall be  mechanical  and
administrative  in  nature;  and the  Agent  shall  not have by  reason  of this
Agreement or any of the Security  Documents a fiduciary  relationship in respect
of any Lender;  and nothing in this Agreement or any of the Security  Documents,
expressed or implied,  is intended to or shall be so construed as to impose upon
the Agent any  obligations  in respect of this  Agreement or any of the Security
Documents or the other  instruments and agreements  referred to herein except as
expressly set forth herein or therein.

           Section 8.2.2. No Responsibility for Certain Matters. The Agent shall
not be responsible to any Lender for the execution, effectiveness,  genuineness,
validity,  enforceability,  collectibility or sufficiency of this Agreement, the
Notes, the Security Documents or any other document, instrument or agreement now
or  hereafter  executed  in  connection  herewith  or  therewith,   or  for  any
representations,  warranties,  recitals or statements  made herein or therein or
made in any written or oral  statement or in any financial or other  statements,
instruments, reports, certificates or any other documents in connection herewith
or therewith by or on behalf of the Borrower  and/or any Subsidiary to the Agent
or any Lender,  or be required to ascertain or inquire as to the  performance or
observance of any of the terms, conditions,  provisions, covenants or agreements
contained  herein or therein or as to the use of the  proceeds of the Loan or of
the existence or possible existence of any Default or Event of Default.

           Section 8.2.3.  Exculpatory Provisions.  Neither the Agent nor any of
its officers,  directors,  employees or agents shall be liable to any Lender for
any action taken or omitted hereunder or in connection herewith unless caused by
its or their gross negligence or willful misconduct.  If the Agent shall request
instructions  from  Lenders  with  respect to any act or action  (including  the
failure to take an action) in connection  with any of the  Financing  Documents,
the Agent  shall be  entitled  to refrain  from such act or taking  such  action
unless and until the Agent shall have  received  instructions  from the Majority
Lenders (or all of the Lenders if the action  requires their  consent).  Without
prejudice to the generality of the foregoing, (i) the Agent shall be entitled to
rely,  and  shall  be  fully  protected  in  relying,  upon  any  communication,
instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper  person or  persons,  and shall be entitled to rely
and shall be protected in relying on opinions  and  judgments of attorneys  (who
may be attorneys for the Borrower),  accountants, experts and other professional
advisors  selected  by it;  and (ii) no  Lender  shall  have any right of action
whatsoever  against  the  Agent as a result  of the  Agent  acting  or (where so
instructed) refraining from acting under this Agreement or the other instruments
and agreements  referred to herein in accordance  with the  instructions  of the
Majority  Lenders (or all of the Lenders if the action  requires their consent).
The Agent shall be entitled to refrain from exercising any power,  discretion or
authority  vested  in it under  this  Agreement  or the  other  instruments  and
agreements  referred to herein unless and until it has obtained the instructions
of the  Majority  Lenders  (or all of the Lenders if the action  requires  their
consent).

           Section  8.2.4.  Agent  Entitled to Act as Lender.  The agency hereby
created  shall in no way  impair or affect  any of the  rights and powers of, or
impose any duties or obligations  upon,  Fleet in its  individual  capacity as a
Lender  hereunder.  With  respect  to its  participation  in the  Loan  and  the
Commitment,  Fleet shall have the same rights and powers  hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions  delegated to it hereunder,  and the term "Lender" or "Lenders" or any
similar term shall,  unless the context  clearly  otherwise  indicates,  include
Fleet in its  individual  capacity.  The Agent  and its  affiliates  may  accept
deposits from, lend money to and generally engage in any kind of banking, trust,
financial  advisory or other  business  with the  Borrower or any  Affiliate  or
Subsidiary as if it were not performing  the duties  specified  herein,  and may
accept fees and other consideration from the Borrower for services in connection
with this  Agreement  and  otherwise  without  having to account for the same to
Lenders.

     Section  8.3.   Representations  and  Warranties;   No  Responsibility  for
Appraisal of  Creditworthiness.  Each Lender represents and warrants that it has
made its own independent investigation of the financial condition and affairs of
the Borrower, GTI, the Manager and any Subsidiaries of any of them in connection
with the making of the Loan  hereunder  and has made and shall  continue to make
its own appraisal of the  creditworthiness of the Borrower and the Subsidiaries.
The Agent shall not have any duty or  responsibility  either  initially  or on a
continuing basis to make any such  investigation or any such appraisal on behalf
of Lenders or to provide  any Lender with any credit or other  information  with
respect thereto whether coming into its possession before the making of any Loan
or any time or times  thereafter  (except for information  received by the Agent
under Section 5.3 hereof which the Agent will promptly  forward to the Lenders),
and the Agent shall  further  not have any  responsibility  with  respect to the
accuracy of or the completeness of the information provided to Lenders.

     Section 8.4. Right to Indemnity.  Each Lender severally agrees to indemnify
the Agent  proportionately  to its Pro Rata Share of the Loan, to the extent the
Agent shall not have been reimbursed by the Borrower, GTI and/or any Subsidiary,
for  and  against  any  and  all  liabilities,   obligations,  losses,  damages,
penalties,  actions,  judgments,  suits,  costs,  expenses  (including,  without
limitation,  counsel fees and  disbursements)  or  disbursements  of any kind or
nature  whatsoever  which may be imposed on, incurred by or asserted against the
Agent in  performing  its duties  hereunder or in any way relating to or arising
out of this Agreement and/or any of the other Financing Documents; provided that
no Lender  shall be liable  for any  portion of such  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements resulting from the Agent's gross negligence or willful misconduct.
If any indemnity furnished to the Agent for any purpose shall, in the opinion of
the Agent, be insufficient or become impaired, the Agent may call for additional
indemnity and cease, or not commence,  to do the acts indemnified  against until
such additional indemnity is furnished.

     Section 8.5.  Payee of Note Treated as Owner.  The Agent may deem and treat
the payee of any Note as the owner  thereof for all purposes  hereof  unless and
until a written  notice of the  assignment  or transfer  thereof shall have been
filed with the Agent. Any request,  authority or consent of any person or entity
who, at the time of making such request or giving such authority or consent,  is
the holder of any Note shall be conclusive and binding on any subsequent holder,
transferee  or assignee of that Note or of any Note or Notes  issued in exchange
for such Note.

     Section 8.6.  Resignation by Agent.

           Section 8.6.1.  The Agent may resign from the  performance of all its
functions  and duties  hereunder  at any time by giving 30 days'  prior  written
notice to the  Borrower  and each of the Lenders.  Such  resignation  shall take
effect upon the  acceptance  by a  successor  Agent of  appointment  pursuant to
clauses 8.6.2 and 8.6.3 below or as otherwise provided below.

           Section  8.6.2.  Upon any such notice of  resignation,  the  Majority
Lenders shall  appoint a successor  agent who shall be a Lender and who shall be
satisfactory to the Borrower and shall be an incorporated  bank or trust company
with a combined surplus and undivided capital of at least $400,000,000.

           Section 8.6.3.  If a successor agent shall not have been so appointed
within  said 30 day  period,  the  resigning  agent,  with  the  consent  of the
Borrower,  shall then  appoint a  successor  agent who shall be a Lender and who
shall serve as the Agent until such time, if any, as the Majority Lenders,  with
the consent of the Borrower, appoint a successor agent as provided above.

           Section 8.6.4. If no successor  agent has been appointed  pursuant to
clause 8.6.2 or 8.6.3 by the 40th day after the date such notice of  resignation
was given by the resigning agent, the resigning agent's resignation shall become
effective and the Majority  Lenders shall  thereafter  perform all the duties of
the resigning agent hereunder until such time, if any, as the Majority  Lenders,
with the consent of the Borrower, appoint a successor agent as provided above.

     Section 8.7.  Successor Agent. The Agent may resign at any time as provided
in Section 8.6. Upon any such notice of resignation,  the Majority Lenders shall
have the right,  upon five days notice to and the  approval  of (which  approval
shall not be unreasonably  withheld) the Borrower, to appoint a successor agent.
Upon the  acceptance of any  appointment  as the agent  hereunder by a successor
agent,  that successor agent shall  thereupon  succeed to and become vested with
all the rights,  powers,  privileges and duties of the retiring  agent,  and the
retiring agent shall be discharged  from its duties and obligations as the agent
under this Agreement.  After any retiring agent's  resignation  hereunder as the
agent the  provisions  of this  Article 8 shall  inure to its  benefit as to any
actions  taken or  omitted  to be taken by it while it was the agent  under this
Agreement.

                                    ARTICLE 9

                                      MISCELLANEOUS

     Section 9.1.  Consent to Jurisdiction and Service of Process.

           Section 9.1.1. Except to the extent prohibited by applicable law, the
Borrower irrevocably:

                 Section 9.1.1.1.  agrees that any suit,  action, or other legal
proceeding  arising  out of this  Agreement  or the Loan may be  brought  in the
courts of record of the State of Rhode Island or New York or the Commonwealth of
Massachusetts  or the courts of the United States located in the States of Rhode
Island or New York or the Commonwealth of Massachusetts;

                 Section 9.1.1.2.  consents to the jurisdiction of each such
court in any such suit, action or proceeding; and

                 Section 9.1.1.3.  waives any objection which it may have to the
laying  of  venue  of such  suit,  action  or  proceeding  and/or  any  claim of
inconvenient forum in any of such courts.

           Section  9.1.2.  For  such  time  as any of the  Indebtedness  of the
Borrower to any Lender shall be unpaid in whole or in part and/or the Commitment
is in effect, the Borrower irrevocably designates Goodwin, Procter & Hoar LLP as
its agent to accept and acknowledge on its behalf service of any and all process
in any such suit, action or proceeding brought in any such court, and agrees and
consents that any such service of process upon such agent and written  notice of
such service to the Borrower by registered or certified  mail shall be taken and
held to be valid  personal  service  upon the Borrower  regardless  of where the
Borrower shall then be doing business and that any such service of process shall
be of the same force and  validity as if service  were made upon it according to
the laws  governing the validity and  requirements  of such service in each such
state and waives any claim of lack of personal  service or other error by reason
of any such service. Any notice, process,  pleadings or other papers served upon
the  aforesaid  designated  agent shall,  within three  Business Days after such
service,  be sent by certified or registered mail to the Borrower at its address
set forth in this Agreement.

     The  Borrower,  the  Agent  and  the  Lenders  mutually  hereby  knowingly,
voluntarily and  intentionally  waive the right to a trial by jury in respect of
any  claim  based  hereon,  arising  out of,  under or in  connection  with this
Agreement,  any Note or any of the other  Financing  Documents  or any course of
conduct,  course of dealings,  statements (whether verbal or written) or actions
of any party.  This waiver  constitutes a material  inducement for the Agent and
the Lenders to accept the Notes and make the Loan.

     Section 9.2. Rights and Remedies  Cumulative.  No right or remedy conferred
upon or reserved to the Lenders in this Agreement is intended to be exclusive of
any other  right or  remedy,  and every  right and remedy  shall,  to the extent
permitted by law, be cumulative  and in addition to every other right and remedy
given under this  Agreement or now or hereafter  existing at law or in equity or
otherwise.  The  assertion  or  employment  of any  right or remedy  under  this
Agreement,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

     Section  9.3.  Delay or Omission  Not  Waiver.  No delay in  exercising  or
failure to  exercise  by the  Lenders of any right or remedy  accruing  upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an  acquiescence  therein.  Every  right and remedy
given by this  Agreement or by law to the Lenders may be exercised  from time to
time, and as often as may be deemed expedient, by the Lenders.

     Section 9.4. Waiver of Stay or Extension  Laws. The Borrower  covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner  whatsoever claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force, which may affect the covenants or the performance of this Agreement;  and
the Borrower (to the extent that it may lawfully do so) hereby  expressly waives
all benefit and advantage of any such law and covenants that it will not hinder,
delay or impede the  execution of any power herein  granted to the Lenders,  but
will suffer and permit the  execution  of every such power as though no such law
had been enacted.

     Section 9.5. Amendments, etc. No amendment,  modification,  termination, or
waiver of any  provision  of this  Agreement  or of the Notes nor consent to any
departure by the Borrower  therefrom shall in any event be effective  unless the
same  shall be in a  written  notice  given to the  Borrower  by the  Agent  and
consented to in writing by the Majority Lenders (or by the Agent acting alone if
any specific  provision of this Agreement provides that the Agent may grant such
amendment,  modification,  termination, waiver or departure) and the Agent shall
give any such notice if the  Majority  Lenders so consent or direct  Agent to do
so;  provided,  however,  that any such  amendment,  modification,  termination,
waiver or consent  shall  require a written  notice given to the Borrower by the
Agent and consented to in writing by all of the Lenders if the effect thereof is
to (i) change any of the  provisions  affecting the interest rate on the Loan or
the  fees  set  forth in  Section  2.3 or  amend,  modify  or  waive  any of the
provisions of Sections 2.7 or 2.1, (ii) extend or modify the  Commitment,  (iii)
discharge  or  release  the  Borrower  from its  obligation  to repay any or all
principal  or  interest  due under the Loan or any  indemnity  or  reimbursement
payable to any Lender  hereunder or release any  collateral  or guaranty for the
Loan,  (iv) change any  Lender's  Pro Rata Share of the  Commitment  or the Loan
(except in connection with assignments thereof),  (v) modify this Section 9.5 of
this Agreement, (vi) change the definition of Majority Lenders, (vii) extend any
due date for payment of  principal,  interest  or fees,  and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose  for  which  given,  (viii)  modify,  amend or  terminate  any  material
agreement  or any  Franchise,  (ix)  approve or consent to the  amendment of any
change in the  subordination  provisions  of the Related  Documents,  (x) waive,
amend or depart from the  provisions  of Section  6.1.12,  (xi) waive,  amend or
depart from the  provisions  of Section  6.1.17 or (xii) waive,  amend or depart
from the provisions of Section  6.1.18.  Any amendment or  modification  of this
Agreement  must be  signed  by the  Borrower,  the Agent and at least all of the
Lenders  consenting  thereto who shall then hold the Pro Rata Shares of the Loan
required for such amendment or modification under this Section 9.5 and the Agent
shall sign any such  amendment if such Lenders so consent or direct the Agent to
do so;  provided  that  any  Lender  dissenting  therefrom  shall  be  given  an
opportunity to sign any such amendment or  modification.  No notice to or demand
on the  Borrower  and no  consent,  waiver or  departure  from the terms of this
Agreement  granted by the Lenders in any case shall  entitle the Borrower to any
other or further notice or demand in similar or other circumstances.

     Section 9.6. Addresses for Notices, etc. All notices, requests, demands and
other  communications  provided for hereunder (other than those which, under the
terms of this  agreement,  may be given by  telephone,  which shall be effective
when received verbally) shall be in writing (including  telegraphic,  telexed or
telecopied  communication)  and  mailed,  telegraphed,  telexed,  telecopied  or
delivered to the applicable party at the addresses indicated below:

                                                     If to the Borrower:

           1220 North Main Street
           Sikeston, Missouri 63801
           Attention: Tommy L. Gleason, Jr.

           Telephone:  (573) 472-8245

           Facsimile:  (573) 471-7281

           With copies to:

           Goodwin, Procter & Hoar LLP
           Exchange Place
           Boston, Massachusetts 02109
           Attention: Kevin M. Dennis, Esq.
           Telephone:  (617) 570-1000

           Facsimile:  (617) 523-1231


           and

           Thompson Coburn LLP
           One Mercantile Center
           St. Louis, Missouri  63101
           Attention:  Robert M. LaRose
           Telephone:  (314) 552-6000
           Facsimile:  (314) 552-7000

           If to the Agent:

           Fleet National Bank
           Media & Communications
           One Federal Street
           Mail Stop:  MA OF D03D
           Boston, Massachusetts 02110

           Attention:  Jeffrey J. McLaughlin
           Telephone:  617-346-4373
           Facsimile:  617-346-4346

           With copies to:

           Hinckley, Allen & Snyder LLP
           28 State Street

           Boston, Massachusetts  02109-1775

           Attention:  Malcolm Farmer III

                       James O. Reavis

           Telephone:  617-345-9000
           Facsimile:  617-345-9020

     Section  9.7.  Costs,  Expenses and Taxes.  The  Borrower  agrees to pay on
demand the reasonable fees and out-of-pocket expenses of Messrs. Hinckley, Allen
& Snyder LLP,  counsel for the Agent,  and the  Lenders in  connection  with the
preparation, execution and delivery of the Financing Documents and the Loan. The
Borrower agrees to pay on demand up to $10,000 of reasonable  costs and expenses
(including without limitation  reasonable attorneys' fees) incurred by the Agent
in connection  with  assignments  made by Lenders  pursuant to Section 9.11. The
Borrower  agrees to pay on demand all reasonable  costs and expenses  (including
without  limitation  reasonable  attorneys'  fees)  incurred  by  the  Agent  in
connection with any amendment hereto or to any of the Financing  Documents.  The
Borrower  agrees to pay on demand all reasonable  costs and expenses  (including
without  limitation  reasonable  attorneys'  fees) incurred by the Agent and any
Lender,  upon or after  an Event of  Default,  if any,  in  connection  with the
enforcement  of any of the Financing  Documents.  The Borrower  agrees to pay on
demand  all  reasonable  costs  and  expenses   (including   without  limitation
reasonable  attorneys'  fees of one law firm  representing  the  Agent  and of a
second law firm  representing  the Lenders as a group) incurred by the Agent and
the Lenders  upon or within the  occurrence  of an Event of Default,  if any, in
connection  with any  amendment,  waiver or consent  with  respect  thereto.  In
addition, the Borrower shall pay on demand any and all stamp and other taxes and
fees payable or determined  to be payable in  connection  with the execution and
delivery  of the  Financing  Documents,  and agrees to save the  Lenders and the
Agent  harmless  from and against  any and all  liabilities  with  respect to or
resulting from any delay in paying or omission to pay such taxes or fees, except
those resulting from the Lenders' gross negligence or willful misconduct.

     Section 9.8.  Participations.  Any Lender may sell participations in all or
part of the Loan made by it and/or its Commitment or any other interest  herein,
in which event the  participant  shall not have any rights  under any  Financing
Document  (the  participant's  rights  against  such  Lender in  respect of that
participation to be those set forth in the agreement  executed by such Lender in
favor of the  participant  relating  thereto)  and all  amounts  payable  by the
Borrower  hereunder or thereunder  shall be determined as if such Lender had not
sold such participation.  Such Lender may furnish any information concerning the
Borrower and any  Subsidiary in the  possession of such Lender from time to time
to participants (including prospective participants).

     Section 9.9.  Binding Effect;  Assignment.  This Agreement shall be binding
upon and inure to the  benefit of the  Borrower,  the Agent and the  Lenders and
their respective successors and assigns, except that the Borrower shall not have
the right to assign its rights  hereunder  or any  interest  herein  without the
prior written consent of the Majority Lenders. This Agreement and all covenants,
representations  and warranties made herein and/or in any of the other Financing
Documents  shall  survive the making of the Loan,  the execution and delivery of
the  Financing  Documents  and shall  continue  in effect so long as any amounts
payable under or in connection with any of the Financing  Documents or any other
Indebtedness  of the  Borrower to any Lender  remains  unpaid or the  Commitment
remains  outstanding;  provided,  however,  that  Sections  2.3.4  and 9.7 shall
survive and remain in full force and effect after  expiration of the  Commitment
and for 90 days following  repayment in full of all amounts  payable under or in
connection with all of the Financing Documents and any other such Indebtedness.

     Section 9.10. Actual Knowledge.  For purposes of this Agreement,  no Lender
shall be deemed to have actual  knowledge  of any fact or state of facts  unless
the senior loan  officer or any other  officer  responsible  for the  Borrower's
account established  pursuant to this Agreement at such Lender,  shall, in fact,
have actual knowledge of such fact or state of facts or unless written notice of
such fact shall have been  received by such Lender in  accordance  with  Section
9.6.

     Section  9.11.  Substitutions  and  Assignments.  Upon the  request  of any
Lender,  the Agent and such  Lender  may,  subject  to the terms and  conditions
hereinafter  set forth,  take the actions set forth below to  substitute  one or
more  financial  institutions  (a  "Substituted  Lender") as a Lender or Lenders
hereunder having an amount of the Loan as specified in the relevant Substitution
Agreement executed in connection therewith.

           Section  9.11.1.   In  connection  with  any  such  substitution  the
Substituted  Lender and the Agent shall enter into a  Substitution  Agreement in
the form of Exhibit 9.11.1 hereto (a "Substitution Agreement") pursuant to which
such  Substituted  Lender shall be  substituted  for the Lender  requesting  the
substitution  in question  (any such Lender being  hereinafter  referred to as a
"Selling Lender") to the extent of the reduction in the Selling Lender's portion
of the Loan  specified  therein.  In addition,  to that extent such  Substituted
Lender shall assume such of the  obligations  of each Selling  Lender under this
Agreement,  the Security Documents and the Notes as may be specified therein and
this Agreement  shall be amended by execution and delivery of each  Substitution
Agreement to include such Substituted  Lender as a Lender for all purposes under
this Agreement,  the Security Documents and the Notes, and to substitute for the
then  existing  Exhibit  1.8 to this  Agreement a new Exhibit 1.8 in the form of
Schedule A to such Substitution  Agreement setting forth the portion of the Loan
belonging  to each  Lender  following  execution  thereof.  Each  Lender and the
Borrower  hereby  appoint  the Agent as agent on its behalf to  countersign  and
accept delivery of each  Substitution  Agreement and, to the extent  applicable,
the provisions of Article 8 hereof shall apply mutatis  mutandis with respect to
such  appointment  and  anything  done or  omitted  to be done by the  Agent  in
pursuance thereof.

           Section  9.11.2.  Without  prejudice  to any other  provision of this
Agreement,  each  Substituted  Lender shall,  by its execution of a Substitution
Agreement,  agree that  neither the Agent nor any Lender is any way  responsible
for or makes any  representation  or  warranty  as to: (a) the  accuracy  and/or
completeness  of  any  information   supplied  to  such  Substituted  Lender  in
connection therewith,  (b) the financial condition,  creditworthiness,  affairs,
status  or  nature  of  the  Borrower  and/or  any of  the  Subsidiaries  or the
observance by the Borrower,  or any other party of any of its obligations  under
this  Agreement,  any of the Notes or any of the  Security  Documents or (c) the
legality, validity, effectiveness, adequacy or enforceability of this Agreement,
any of the Notes or any of the other Security Documents.

           Section  9.11.3.   The  Agent  shall  be  entitled  to  rely  on  any
Substitution  Agreement  delivered  to it pursuant to this Section 9.11 which is
complete  and regular on its face as to its contents and appears to be signed on
behalf of the Substituted  Lender which is a party thereto,  and the Agent shall
have no liability or  responsibility  to any party as a  consequence  of relying
thereon and acting in accordance with and  countersigning  any such Substitution
Agreement.  The effective date of each Substitution  Agreement shall be the date
specified as such therein and each Lender  prior to such  effective  date shall,
for  all  purposes  hereunder,  be  deemed  to have  and  possess  all of  their
respective  rights and  obligations  hereunder  up to 12:00  o'clock P.M. on the
effective date thereof.

           Section  9.11.4.  Upon  delivery  to the  Agent  of any  Substitution
Agreement  pursuant to and in accordance  with this Section 9.11 and  acceptance
thereof by the Agent (which delivery shall be evidenced and accepted exclusively
and conclusively by the Agent's  countersignature  thereon pursuant to the terms
hereof without which such  Substitution  Agreement  shall be  ineffective):  (i)
except as provided  hereunder,  the respective rights of each Selling Lender and
the Borrower against each other under this Agreement, the Notes and the Security
Documents  with  respect to the portion of the Loan being  assigned or delegated
shall be  terminated  and each  Selling  Lender and the  Borrower  shall each be
released  from all  further  obligations  to the other  hereunder  with  respect
thereto (all such rights and  obligations  to be so terminated or released being
referred to in this Section 9.11 as "Discharged  Rights and  Obligations");  and
(ii) the Borrower and the  Substituted  Lender shall each acquire rights against
each other and assume  obligations  towards  each other  which  differ  from the
Discharged  Rights  and  Obligations  only  in so far as the  Borrower  and  the
Substituted Lender have assumed and/or acquired the same in place of the Selling
Lender in question;  and (iii) the Agent,  the Substituted  Lender and the other
Lenders  shall acquire the same rights and assume the same  obligations  between
themselves as they would have acquired and assumed had such  Substituted  Lender
been an original party to this  Agreement as a Lender  possessing the Discharged
Rights and  Obligations  acquired  and/or  assumed by it in  consequence  of the
delivery of such Substitution Agreement to the Agent.

           Section 9.11.5.  Discharged Rights and Obligations shall not include,
and there shall be no  termination  or release  pursuant to this Section 9.11 of
(i) any rights or obligations  arising  pursuant to this Agreement in respect of
the period or in respect of payments  hereunder  made during the period prior to
the effective date of the relevant  Substitution  Agreement,  (ii) any rights or
obligations  relating to the payment of any amount  which has fallen due and not
been paid hereunder  prior to such  effective date or rights or obligations  for
the payment of interest,  damages or other  amounts  becoming due hereunder as a
result of such  nonpayment,  any rights or claims of the  Borrower  against  the
Seller  hereunder  arising  prior  to the  effective  date  of the  Substitution
Agreement.

           Section  9.11.6.  With respect to any  substitution  of a Substituted
Lender  taking place after the Closing  Date,  the Borrower  shall issue to such
Substituted  Lender  and to  such  Selling  Lender,  new  Notes  reflecting  the
inclusion  of such  Substituted  Lender  as a Lender  and the  reduction  in the
respective  portion  of the Loan of such  Selling  Lender,  such new Notes to be
issued  against  receipt by the Borrower of the  existing  Notes of such Selling
Lender.  The Selling Lender or the Substituted Lender shall pay to the Agent for
its own account an  assignment  fee in the amount of $4,000 for each  assignment
hereunder,  which  shall be  payable  at or  before  the  effective  date of the
assignment.

           Section 9.11.7. Each Lender may furnish to any financial  institution
which such Lender  proposes  to make a  Substituted  Lender or to a  Substituted
Lender any information  concerning such Lender,  the Borrower and any Subsidiary
in the  possession  of that Lender from time to time;  provided  that any Lender
providing any confidential  information about the Borrower and/or any Subsidiary
to any such  financial  institution  shall obtain such  financial  institution's
agreement to keep confidential any such confidential information.

     Section 9.12.  Payments Pro Rata.  The Agent agrees that promptly after its
receipt  of each  payment  from or on behalf of the  Borrower  in respect of any
Obligations of the Borrower  hereunder it shall  distribute  such payment to the
Lenders pro rata based upon their  respective  Pro Rata  Shares,  if any, of the
Obligations with respect to which such payment was received. Each of the Lenders
agrees that,  if it should  receive any amount  hereunder  (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff or
banker's lien, by counterclaim or cross action,  by the enforcement of any right
under the Financing Documents, or otherwise), which is applicable to the payment
of the  Obligations  of a sum which  with  respect  to the  related  sum or sums
received by other  Lenders is in a greater  proportion  than the total amount of
such  Obligation  then owed and due to such Lender  bears to the total amount of
such  Obligation  then owed and due to all of the Lenders  immediately  prior to
such receipt,  except for any amounts received  pursuant to Section 2.3.3,  then
such Lender  receiving  such excess  payment  shall  purchase  for cash  without
recourse or warranty  from the other Lenders an interest in the  Obligations  of
the Borrower to such  Lenders in such amount as shall  result in a  proportional
participation by all the Lenders in such amount; provided,  however, that if all
or any portion of such excess amount is thereafter  recovered  from such Lender,
such purchase  shall be rescinded and the purchase  price restored to the extent
of such recovery, but without interest.

     Section 9.13.  Governing Law.  This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of The Commonwealth of
Massachusetts.

     Section 9.14.  Severability of Provisions.  Any provision of this Agreement
which is prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

     Section 9.15.  Headings.  Article and Section headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

     Section 9.16. Counterparts. This Agreement may be executed and delivered in
any number of counterparts  each of which shall be deemed an original,  and this
Agreement  shall be  effective  when at least one  counterpart  hereof  has been
executed by each of the parties hereto. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Agreement.

     Section 9.17.  Senior Indebtedness.  The parties hereto agree that the
Indebtedness under this Agreement shall be "Senior Indebtedness" as that term is
defined in the Indenture.

     Section 9.18.  Joint and Several Obligations.  The Obligations of GTLP and
Capital Corp. are joint and several.

      Section  9.19.  Pledge to  Federal  Reserve.  Each  Lender may at any time
pledge all or any portion of its rights under the Financing  Documents including
any portion of its Note to any of the 12 Federal  Reserve Banks  organized under
Section 4 of the Federal  Reserve Act, 12 U.S.C.  Section 341. No such pledge or
enforcement  thereof shall release such Lender from its obligations under any of
the Financing Documents.

      Section 9.20.  Replacement  Documents.  Upon receipt of an affidavit of an
officer  of the  Agent or any  Lender  as to the  loss,  theft,  destruction  or
mutilation of this Agreement,  any Note or any other Financing Document which is
not of public record,  and, in the case of any such loss, theft,  destruction or
mutilation,  upon  cancellation  of  such  Agreement,  Note or  other  Financing
Document,  the Borrower will issue,  in lieu thereof,  a replacement  Agreement,
Note or other  Financing  Document  in the same  principal  amount  thereof  and
otherwise of like tenor.

     {TC "Section 9.21.  Guaranty of Capital  Corp."}Section  9.21.  Guaranty of
Capital Corp.  Capital Corp.  hereby guarantees to the Lenders and the Agent the
full and punctual  payment when due (whether at  maturity,  by  acceleration  or
otherwise) and the  performance of all of the  Obligations.  This guaranty is an
absolute, unconditional and continuing guaranty of the full and punctual payment
and performance of the Obligations and not of their  collectibility  only and is
in no way  conditioned  upon any  requirement  that the Lenders and/or the Agent
first attempt to collect any of the  Obligations  from the Borrower or resort to
any  security or other means of  obtaining  their  payment.  Should the Borrower
default in the payment or performance of any of the Obligations, or in the event
that the Borrower or any one or more of the guarantors of the Obligations  shall
(a) apply for or consent to the appointment of a receiver, trustee or liquidator
of its or any of its or  their  property,  (b)  admit  in  writing  its or their
inability to pay or fail generally to pay its or their debts as they mature, (c)
make a general  assignment  for the benefit of creditors,  (d) be  adjudicated a
bankrupt or (e) file a  voluntary  petition  in  bankruptcy  or a petition or an
answer  seeking  reorganization  or an  arrangement  with  creditors  or to take
advantage   of  any   bankruptcy,   reorganization,   arrangement,   insolvency,
readjustment  of  debts,  dissolution  or  liquidation  statute,  or  an  answer
admitting the material allegations of a petition filed against it or any of them
in a proceeding  under any such law, the obligations of Capital Corp.  hereunder
shall become  immediately due and payable to the Lenders and the Agent,  without
demand or notice of any  nature,  all of which are  expressly  waived by Capital
Corp.  Payments by Capital  Corp.  hereunder may be required by the Agent on any
number of occasions.

Signatures Appear on Next Page


<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as a sealed  instrument by their  respective  officers  thereunto  duly
authorized, as of the date first above written.

In the presence of:                 GALAXY TELECOM, L.P.


      _________________________     By:
                                        General Partner


      _________________________     By:
                                        Name:
                                        Title:

In the presence of:                 GALAXY TELECOM CAPITAL CORP.


      _________________________     By:
                                        Name:
                                        Title:


In the presence of:                 FLEET NATIONAL BANK, as Agent and
                                   as a Lender

      _________________________     By:
                                          Jeffrey J. McLaughlin
                                          Senior Vice President

In the presence of:                 CITIZENS BANKOF MASSACHUSETTS (as
                                    assignee of State Street Bank and Trust
                                    Company)


      _________________________     By:
                                          Diane I. Rooney, Senior Vice President

                                    Address:  100 Summer Street, 13th Floor
                                               Boston, Massachusetts 02110

            Attn:       Diane I. Rooney

                                        Tel:    617-422-8422

            Fax:        617-422-8542


In the presence of:                 UNION BANK OF CALIFORNIA, N.A.


_________________________           By:
                                          Bryan Petermann, Vice President

                                    Address:  445 South Figueroa Street
                                                16th Floor

                    Los Angeles, CA  90071

                                        Attn:   Bryan Petermann
                                        Tel:    213-236-5813

            Fax:        213-236-5747



In the presence of:                 BANK ONE, NA (as successor to The First
                                    National Bank of Chicago)


_________________________           By:
                                          Lori J. Thomas, Vice President


      Address:  1 Bank One Plaza

                                               Mail Suite:  IL1-0363
                                               Chicago, Illinois 60670
                                        Attn:   Lori Thomas
                                        Tel:    312-732-2003
                                        Fax:    312-732-8587