FOURTH AMENDMENT TO $200,000,000 AMENDED
                          AND RESTATED CREDIT AGREEMENT

         FOURTH AMENDMENT TO $200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 18th day of January, 2000 and entered into
among GCI HOLDINGS, INC., an Alaskan corporation (herein, together with its
successors and assigns, called the "Borrower"), the Lenders (as defined in the
Credit Agreement as defined below), BANK OF AMERICA, N.A. (formerly NationsBank,
N.A.), as Administrative Agent for itself and the Lenders (the "Administrative
Agent"), CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent and TD
SECURITIES (USA), INC. as Syndication Agent.

                                   WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into a $200,000,000 Amended and Restated Credit Agreement, dated November 14,
1997, as amended by that certain Consent and First Amendment, dated January 27,
1998, by that certain Second Amendment to Amended and Restated Credit Agreement
dated as of July 3, 1998, and by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of April 13, 1999 (as amended and as further
amended, restated or otherwise modified from time to time, the "Credit
Agreement") and a $50,000,000 Amended and Restated Credit Agreement, dated as of
November 14, 1997 (as amended by that certain Consent and First Amendment, dated
January 27, 1998, by that certain Second Amendment to Amended and Restated
Credit Agreement dated as of July 3, 1998 , and by that certain Third Amendment
to Amended and Restated Credit Agreement dated as of April 13, 1999, and as
further amended, restated or otherwise modified from time to time, the
"Revolver/Term Credit Agreement");

         WHEREAS, the Borrower has requested that, among other things, certain
financial covenants of the Credit Agreement be amended;

         WHEREAS, the Lenders, the Administrative Agent and the Borrower have
agreed to modify the Credit Agreement upon the terms and conditions set forth
below;

         NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Agent agree as follows:

         SECTION 1.  Definitions.

                  (a) Definitions, Generally. Unless specifically defined or
          redefined below, capitalized terms used herein shall have the meanings
          ascribed thereto in the Credit Agreement.


                                      -1-
<PAGE>


                  (b) Definition of "MCI". The definition of "MCI" in
          alphabetical order in Article I of the Credit Agreement shall be
          deleted in its entirety and the following definition substituted in
          its stead:

                  "MCI" means MCI WORLDCOM, Inc.

         SECTION 2. Amendment to Section 7.01(b). Section 7.01(b) in Article VII
of the Credit Agreement is hereby amended and restated in its entirety as
follows:

                  (b) Senior Leverage Ratio. At all times during the term
          hereof, the Senior Leverage Ratio shall not be greater during the
          following time periods than the ratio set forth opposite such time
          periods:

                       Time Period                            Maximum Ratio

         From the Closing Date through March 31, 1999         3.50 to 1.00
         April 1, 1999 through December 31, 1999              3.00 to 1.00
         January 1, 2000 through September 30, 2000           2.75 to 1.00
         October 1, 2000 through December 31, 2000            2.50 to 1.00
         January 1, 2001 and thereafter                       2.00 to 1.00

         SECTION 3. Amendment to Section 7.09(v). Section 7.09(v) in Article VII
of the Credit Agreement is hereby amended and restated in its entirety as
follows:

         (v) loans and advances by Parents, the Borrower or a Restricted
         Subsidiary to employees of Parents, the Borrower or a Restricted
         Subsidiary made in ordinary course of business and consistent with past
         practice of Parents, the Borrower or such Restricted Subsidiary, as the
         case may be, provided, that such loans and advances made in cash do not
         exceed in the aggregate $4,000,000 at any one time outstanding;

         SECTION 4. Amendment to Section 7.10(c). Section 7.10(c) in Article VII
of the Credit Agreement is hereby amended and restated in its entirety as
follows:

         (c) Investments in advances or loans in the ordinary course of business
         to officers and employees, provided that the aggregate amount of all
         such Investments made in cash do not exceed in the aggregate $4,000,000
         outstanding at any one time,

         SECTION 5.  Waivers and Consents.

                  (a) Waiver of Breach of Section 7.18(b) of the Credit
         Agreement. The Administrative Agent and the Lenders hereby waive any
         Default or Event of Default arising solely as a result of the breach by
         the Borrower of Section 7.18(b) of the Credit Agreement with respect to
         the execution of that certain First Amendment to the Galaxy X
         Transponder Purchase Agreement, dated as of the 12th day of August,
         1999, by and between PANAMSAT Corporation and General Communications
         Corp.


                                      -2-
<PAGE>
                  (b) Consent with respect to Section 7.18(b) of the Credit
         Agreement. The Administrative Agent and the Lenders hereby consent to
         the execution of that certain Second Amendment to the Galaxy X
         Transponder Purchase Agreement, by and between PANAMSAT Corporation and
         General Communications Corp., such Second Amendment to be in
         substantially similar form to that draft of such Second Amendment
         attached to that certain letter from GCI to Mr. Derrick Bell, Bank of
         America, dated November 22, 1999.

         SECTION 6. Conditions Precedent. This Fourth Amendment shall not be
effective until the Administrative Agent shall have determined in its sole
discretion that all proceedings of the Borrower taken in connection with this
Fourth Amendment and the transactions contemplated hereby shall be satisfactory
in form and substance to the Administrative Agent and the Borrower has satisfied
the following conditions:

                  (a) the Borrower shall have delivered to the Administrative
         Agent a loan certificate of the Borrower certifying (i) as to the
         accuracy of its representations and warranties set forth in Article V
         of the Credit Agreement, as amended by this Fourth Amendment and the
         other Loan Papers, (ii) that there exists no Default or Event of
         Default, and the execution, delivery and performance of this Fourth
         Amendment will not cause a Default or Event of Default, except those
         Defaults and Events of Default specifically waived hereby, (iii) as to
         resolutions authorizing the Borrower to execute, deliver and perform
         this Fourth Amendment and all Loan Papers and other documents and
         instruments delivered or executed in connection with this Fourth
         Amendment, (iv) that it has complied with all agreements and conditions
         to be complied with by it under the Credit Agreement, the other Loan
         Papers and this Fourth Amendment by the date hereof and (v) that it has
         received all consents, amendments and waivers from all Persons
         necessary or required, if any, to (A) enter into this Amendment or (B)
         effectuate the amendments set forth above, including, without
         limitation, under the Indenture and related documentation and under the
         AUSP Credit Agreement and related documentation;

                  (b) the Borrower shall have delivered to the Administrative
         Agent and Lenders legal opinions from counsel to the Borrower and its
         Restricted Subsidiaries regarding this Fourth Amendment and such other
         matters as reasonably requested by Special Counsel, including, without
         limitation, opinions regarding the waivers, consents and amendments in
         connection with the Indenture and AUSP Credit Agreement, and the
         related agreements; and

                  (c) the Borrower shall have delivered such other documents,
         instruments, and certificates, in form and substance satisfactory to
         the Administrative Agent, as the Administrative Agent shall deem
         necessary or appropriate in connection with this Fourth Amendment and
         the transactions contemplated hereby.

         SECTION 7. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Fourth
Amendment constitutes its legal, valid, and binding obligation, enforceable in
accordance with the terms hereof (subject as to enforcement


                                      -3-
<PAGE>
of remedies to any applicable bankruptcy, reorganization, moratorium, or other
laws or principles of equity affecting the enforcement of creditors' rights
generally), (b) there exists no Default or Event of Default under the Credit
Agreement, (c) its representations and warranties set forth in the Credit
Agreement and other Loan Papers are true and correct on the date hereof, (d) it
has complied with all agreements and conditions to be complied with by it under
the Credit Agreement and the other Loan Papers by the date hereof, and (e) the
Credit Agreement, as amended hereby, and the other Loan Papers remain in full
force and effect.

         SECTION 8. Entire Agreement; Ratification. THE CREDIT AGREEMENT AND THE
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT AGREEMENT, THE OTHER LOAN
PAPERS AND ALL OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION THEREWITH
SHALL CONTINUE IN FULL FORCE AND EFFECT.

         SECTION 9. Counterparts. This Fourth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.

         SECTION 10. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS.

         SECTION 11. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS
STATE COURT SITTING IN DALLAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN PAPERS AND THE BORROWER IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN PAPER SHALL BE
BROUGHT ONLY IN A COURT IN DALLAS, TEXAS.


                                      -4-
<PAGE>
         SECTION 12. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN PAPER OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


================================================================================
             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
================================================================================


                                      -5-
<PAGE>


         IN WITNESS WHEREOF, this Fourth Amendment to Amended and Restated
Credit Agreement is executed as of the date first set forth above.

                                      GCI HOLDINGS, INC.



                                      /s/
                                      By: John M. Lowber
                                      Its: Secretary/Treasurer


                                      BANK OF AMERICA, N.A., (formerly
                                      NationsBank, N.A.), Individually as a
                                      Lender and as Administrative Agent


                                      /s/
                                      By: Derrick C. Bell
                                      Its: Vice President


                                      CREDIT LYONNAIS NEW YORK BRANCH, as
                                      Documentation Agent and Individually as a
                                      Lender


                                      /s/
                                      By: Mark D. Thorsheim
                                      Its: Vice President



                                      TD SECURITIES (USA), INC., as Syndication
                                      Agent



                                      /s/
                                      By: Michael J. Bandzierz
                                      Its: Managing Director


                                      -6-
<PAGE>
                                      TORONTO DOMINION (TEXAS), INC.,
                                      Individually as a Lender



                                      /s/
                                      By: Anne C. Favoriti
                                      Its: Vice President


                                      COBANK, ACB, Individually as a Lender



                                      /s/
                                      By: Teresa L. Fountain
                                      Its: Assistant Corporate Secretary




                                      By:
                                      Its:



                                      BANQUE PARIBAS, Individually as a Lender

                                      /s/
                                      By: Ernie V. Sibal
                                      Its: Assistant Vice President

                                      /s/
                                      By: Thomas G. Brandt
                                      Its: Managing Director


                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      Individually as a Lender



                                      /s/
                                      By: Mark F. Mylon
                                      Its: Manager-Operations


                                       -7-
<PAGE>
                                      UNION BANK OF CALIFORNIA, N.A.,
                                      Individually as a Lender




                                      By: Craig R. Cuppru
                                      Its: Associate Vice President



                                      BANK OF HAWAII, Individually as a Lender



                                      /s/
                                      By: Luke Yeh
                                      Its: Assistant Vice President



                                      THE BANK OF NEW YORK, Individually as a
                                      Lender



                                      /s/
                                      By: Gerry Granovsky
                                      Its: Vice President



                                       -8-
<PAGE>

                                      FLEET NATIONAL BANK, Individually as a
                                      Lender



                                      /s/
                                      By: Daniel M. Kortick
                                      Its: Director



                                      THE FUJI BANK, LIMITED, LOS ANGELES
                                      AGENCY, Individually as a Lender



                                      /s/
                                      By: Masahito Fukuda
                                      Its: Senior Vice President



                                      NATIONAL BANK OF ALASKA, Individually as a
                                      Lender



                                      /s/
                                      By: Patricia Jelley Benz
                                      Its: Vice President


                                       -9-
<PAGE>
                                      ALLFIRST BANK, Individually as a Lender



                                      /s/
                                      By: Christopher L. Smith
                                      Its: Vice President


                                      -10-