FIFTH AMENDMENT TO $50,000,000 AMENDED
                          AND RESTATED CREDIT AGREEMENT


         FIFTH AMENDMENT TO $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 25th day of October, 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 $50,000,000 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, by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of April 13, 1999 and by that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of January 18, 2000
(as amended and as further amended, restated or otherwise modified from time to
time, the "Credit Agreement") and a $200,000,000 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 , by that certain
Third Amendment to Amended and Restated Credit Agreement dated as of April 13,
1999, and by that certain Fourth Amendment to Amended and Restated Credit
Agreement dated as of January 18, 2000, and as further amended, restated or
otherwise modified from time to time, the "$200MM Credit Facility");

         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:
<PAGE>
         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.

                  (b) Addition of definition of "Kanas". The definition of
          "Kanas" shall be added to Article I of the Credit Agreement in
          alphabetical order as follows:

             "Kanas" means Kanas Telecom, Inc., an Alaska corporation.

                  (c) Addition of definition of "Kanas Closing". The definition
          of "Kanas Closing" shall be added to Article I of the Credit Agreement
          in alphabetical order as follows:

             "Kanas Closing" means the consummation of the acquisition by GCI
             (and the subsequent equity contribution to the Borrower) of (a) the
             Kanas Notes and (b) not less than 85% of the Capital Stock of
             Kanas, in each case in accordance with the terms and provisions of
             Section 7.10(j) hereof.

                  (d) Addition of definition of "Kanas Notes". The definition of
          "Kanas Notes" shall be added to Article I of the Credit Agreement in
          alphabetical order as follows:

             "Kanas Notes" means those certain promissory notes in the original
             principal amounts of $85,400,000, dated November 1, 1996, and
             $896,575.17 dated December 17, 1999, respectively, both payable by
             Kanas originally to Credit Lyonnais, New York Branch as purchased
             by, and assigned to, MCI, as further purchased by, and assigned to,
             GCI, and as further contributed and assigned to the Borrower in
             accordance with the provisions of Section 7.10 hereof.

         SECTION 2. Effective immediately upon the Kanas Closing, Section
7.01(b) in Article VII of the Credit Agreementshall be amended and restated in
its entirety as follows (it being understood that if the Kanas Closing never
occurs, Section 7.01(b) of the Credit Agreement shall not be amended hereby):

                  (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


                                      -2-
<PAGE>
         January 1, 2000 through September 30, 2000               2.75 to 1.00
         October 1, 2000 thru September 30, 2003                  2.50 to 1.00
         October 1, 2003 and thereafter                           2.00 to 1.00

         SECTION 3. Amendment to Section 7.01(e). Effective immediately upon the
Kanas Closing, Section 7.01(e) in Article VII of the Credit Agreement shall be
amended and restated in its entirety as follows (it being understood that if the
Kanas Closing never occurs, Section 7.01(e) of the Credit Agreement shall not be
amended hereby):

                  (e) Fixed Charges Coverage Ratio. Commencing January 1, 2002,
          and at all times thereafter during the term hereof, the Fixed Charges
          Coverage Ratio shall not be less during the following time periods
          than the ratio set forth opposite such time periods:

                       Time Period                                Minimum Ratio
                       -----------                                -------------
         From January 1, 2002 through March 31, 2003              1.00 to 1.00
         April 1, 2003 and thereafter                             1.05 to 1.00

         SECTION 4. Amendment to Section 7.01(f). Effective immediately upon the
Kanas Closing,] Section 7.01(f) in Article VII of the Credit Agreement shall be
amended and restated in its entirety as follows (it being understood that if the
Kanas Closing never occurs, Section 7.01(f) of the Credit Agreement shall not be
amended hereby):

                  (f) Capital Expenditures. Capital Expenditures (not including
         any Galaxy X Transponder (as defined in the definition of Operating
         Cash Flow) purchases) paid or incurred by the Borrower and the
         Restricted Subsidiaries shall not exceed, in the aggregate, the
         following amounts during the following years, provided that, any unused
         portion for any such year may be used during the following fiscal year
         only (but not thereafter):

                  Fiscal Year                                     Maximum Amount
                  -----------                                     --------------
                  1998                                            $90,000,000
                  1999                                            $35,000,000
                  2000                                            $35,000,000
                  2001                                            $70,000,000
                  January 1, 2002 and thereafter                  Not Applicable

                  In addition, Capital Expenditures for the purpose of
         purchasing satellite transponders may be made, provided no Default or
         Event of Default exists or would result


                                      -3-
<PAGE>
         therefrom in the aggregate amount throughout the term of this Agreement
         of $45,000,000 (excluding the Galaxy X Transponder down payment of
         $9,100,000).

         SECTION 5. Amendment to Section 7.06. Section 7.06 in Article VII of
the Credit Agreement is amended and restated in its entirety as follows:

                  7.06. Distributions and Restricted Payments. The Borrower
         shall not, and shall not permit the Parents or any Restricted
         Subsidiary to, make any Restricted Payments, other than any Restricted
         Payment in the form of a Distribution made by any Restricted Subsidiary
         to any other Restricted Subsidiary or to the Borrower, and other than
         (a) so long as (i) there exists no Default or Event of Default both
         before and after giving effect to any such Restricted Payment, (ii) the
         Total Leverage Ratio is less than 5.00 to 1.00 both before and after
         giving effect to any such Restricted Payment and (iii) the date of such
         Restricted Payment is after September 30, 2000, Restricted Payments
         made exclusively out of Excess Cash Flow up to a maximum amount of the
         difference between $15,000,000 in the aggregate over the term of this
         Agreement, minus the aggregate amount of Investments made in accordance
         with the terms of Section 7.10(e) hereof over the term of this
         Agreement, (b) so long as there exists no Default or Event of Default
         both before and after giving effect to any such Restricted Payment, the
         Borrower may make Restricted Payments in the form of Distributions to
         GCII in an amount not in excess of cash income Taxes attributable to
         income from the Borrower and its Restricted Subsidiaries (and GCII may
         make Restricted Payments in such amounts in the form of Distributions
         to GCI), and scheduled cash interest payments required to be paid by
         GCII under the Senior Notes, and GCII may make Restricted Payments in
         the form of (and not in excess of) scheduled cash interest payments
         required to be paid by GCII under the Senior Notes, provided that, the
         Lenders agree that in no event shall the opening phrase of this
         subsection (b) prohibit the payment of any such Distribution by the
         Borrower or payment of interest by GCII on the Senior Notes for more
         than 180 consecutive days in any consecutive 360-day period, unless
         there exists an Event of Default under Section 8.01(a) hereof (whether
         by acceleration or otherwise), (c) so long as there exists no Default
         or Event of Default both before and after giving effect to the payment
         thereof, payment of Management Fees and amounts due under the
         Transponder Purchase Agreement for Galaxy X referred to in Section 7.18
         hereof, (d) so long as there exists no Default or Event of Default both
         before and after giving effect to any such Restricted Payment, the
         Borrower or any other GCI Entity (i) may make Restricted Payments on
         Funded Debt incurred in accordance with the terms of Sections
         7.02(b)(but with respect to the Senior Notes, only payments of cash
         interest which accrues thereon), 7.02(d), 7.02(f)(i), and 7.02(g)
         hereof, and (ii) may make payments of income Taxes, and (e) after the
         Kanas Closing, so long as there exists no Default or Event of Default
         both before and after giving effect to the payment thereof, GCI may
         make payments and distributions annually in an aggregate amount not to
         exceed $600,000 a year, to the holders of its Series C 6% Preferred
         Stock, provided that such


                                      -4-
<PAGE>
         payments and distributions permitted to be paid under this subsection
         (e) may only be made out of the aggregate cash proceeds actually
         received by GCI after January 1, 2000 from the exercise of stock
         options and stock warrants.

         SECTION 6. Amendment to Section 7.10. Section 7.10 in Article VII of
the Credit Agreement is amended and restated in its entirety as follows:

                  7.10. Loans and Investments. The Borrower shall not, and shall
         not permit any of the other GCI Entities to, make any loan, advance,
         extension of credit or capital contribution to, or make or have any
         Investment in, any Person, or make any commitment to make any such
         extension of credit or Investment, or make any acquisition, except (a)
         Investments on the Closing Date constituting a $50,000,000 capital
         contribution to AUSP and other Investments existing on the date hereof
         and contemplated by the terms of this Agreement, each as shown on
         Schedule 5.13 hereto, (b) Investments in Cash Equivalents, (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, (d) Investments in accounts receivable
         arising in the ordinary course of business, (e) so long as (i) there
         exists no Default or Event of Default, both before and after giving
         effect to the making of such Investments, (ii) the Total Leverage Ratio
         is less than 5.00 to 1.00 both before and after giving effect to any
         such Investment and (iii) the date of such Investment is after
         September 30, 2000, Investments made exclusively out of Excess Cash
         Flow up to a maximum amount of the difference between $15,000,000 in
         the aggregate over the term of this Agreement, minus the aggregate
         amount of Restricted Payments made in accordance with the terms of
         Section 7.06(a) hereof over the term of this Agreement, (f) loans,
         advances, extensions of credit or capital contributions to, or among,
         Restricted Subsidiaries and to GCI Transport Co., Inc. and its
         Subsidiaries in connection with the assignment or other transfer to GCI
         Transport Co., Inc. or its Subsidiaries of the $9,100,000 deposit made
         in connection with the Transponder Purchase Agreement for Galaxy X
         referred to in Section 7.18 hereof (provided the Borrower provides the
         Administrative Agent with a Pro Forma Compliance Certificate evidencing
         no Default or Event of Default both before and after the assignment),
         (g) so long as there exists no Default or Event of Default both before
         and after giving effect to the making of each such Investment,
         Investments constituting loans and/or advances to AUSP in accordance
         with the terms of the Keepwell Agreement and the Completion Guaranty as
         may be evidenced by the Intercompany Notes (collaterally assigned to
         the Administrative Agent on a first Lien basis), which Investments in
         an aggregate amount over the term of this Agreement do not exceed
         $73,000,000, (h) investments in Participation Certificates of CoBank to
         the extent required pursuant to Section 6.16, (i) so long as (A) there
         is no Default or Event of Default both before and after giving effect
         to such Investment or acquisition, (B) for any such acquisition or
         Investment by the Borrower for which payment is made by issuance of


                                      -5-
<PAGE>
         Capital Stock of the Borrower for 95% or more of the purchase price,
         such acquisition or Investment must be in a Person that has four full
         fiscal quarters historical positive cash flow, (C) if the Capital Stock
         or assets to be acquired are in a related business in which the
         Borrower is not currently in, the Borrower provides the Lenders with
         pro forma projections for such related business, (D) all such
         Investments and acquisitions are in existing markets of the Borrower
         and its Restricted Subsidiaries, and (E) all such assets and
         Properties, including Capital Stock, purchased by the Borrower or any
         Restricted Subsidiary of the Borrower, shall be subject to first and
         prior perfected Liens (except for Permitted Liens) in favor of the
         Administrative Agent and the Lenders securing the Obligations in form
         and substance substantially identical to the existing collateral
         documentation, Investments of Capital Stock or acquisitions of assets
         of Persons engaged in the Borrower's existing lines of business or
         businesses related thereto not in excess of $5,000,000 in the aggregate
         for the cash portion for all such Investments or acquisitions, provided
         that, such $5,000,000 cash portion amount may be increased to
         $20,000,000 in the aggregate, if the Total Leverage Ratio is less than
         5.00 to 1.00 both before and after giving effect to any such Investment
         or acquisition and (j) so long as (A) there is no Default or Event of
         Default both before and after giving effect to such Investment or
         acquisition, (B) GCI acquires not less than 85% of the Capital Stock of
         Kanas and 100% of the Kanas Notes, (C) the Kanas Notes and all Capital
         Stock of Kanas owned by GCI, the Borrower or any other GCI Entity from
         time to time is immediately upon acquisition thereof pledged and
         collaterally assigned to secure the Obligations pursuant to a pledge
         agreement and/or collateral assignment in form substantially similar to
         those pledge agreements executed previously by the GCI Entities, and
         the Kanas Notes and such Capital Stock of Kanas are immediately
         delivered to the Administrative Agent together with stock powers and
         other items reasonably requested by the Administrative Agent to secure
         the Obligations, (D) Kanas shall have entered into a lease agreement
         with Alyeska Pipeline service company on terms and conditions, and
         pursuant to documentation, satisfactory to the Administrative Agent,
         (E) the aggregate purchase price for such Capital Stock and Kanas Notes
         does not exceed $10,000,000, and such purchase price is paid
         exclusively by newly issued 6% Series C Preferred Stock of GCI on terms
         and conditions acceptable to the Administrative Agent and which such
         terms do not violate the terms of Section 7.19 hereof,or any other
         provision of this Agreement and the other Loan Papers, (F) Kanas
         becomes a Restricted Subsidiary hereunder immediately upon the
         acquisition of such Capital Stock and is in compliance with all terms
         and provisions of this Agreement and the Loan Papers immediately upon
         the acquisition by GCI of the Capital Stock of Kanas, (G) the
         Administrative Agent has received all other documentation, information
         and agreements relating to Kanas and the Kanas Notes, and the purchase
         of the Capital Stock of Kanas and the Kanas Notes, (H) the
         Administrative Agent has received projections after giving effect to
         the purchase of the Capital Stock of Kanas and the Kanas Notes
         demonstrating pro forma compliance with the financial covenants
         contained in this Agreement throughout the term of this Agreement, (I)
         GCI promptly after the purchase by it of the Capital Stock


                                      -6-
<PAGE>
         of Kanas and the Kanas Notes contributes such Capital Stock and Kanas
         Notes to the Borrower as common equity, (J) the Capital Stock of Kanas
         and the Kanas Notes are acquired free and clear of all Liens (except
         Liens of the Lenders securing the Obligations imposed in accordance
         with subsection (K) below and Section 2.15 hereof), and (K) Kanas
         executes a Guaranty of the Obligations in form and substance similar to
         the existing guaranties executed by the other Restricted Subsidiaries,
         and otherwise complies fully with the terms of Section 2.15 hereof once
         acquired, and (L) the Borrower shall have delivered to the
         Administrative Agent and Lenders legal opinions from counsel to the
         Borrower and its Restricted Subsidiaries regarding the acquisition of
         the Capital Stock of Kanas, the acquisition of the Kanas Notes 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, GCI may acquire the Capital Stock of Kanas
         and the Kanas Notes and contribute them to the Borrower.

         SECTION 7. Amendment to Section 7.12. Section 7.12 in Article VII of
the Credit Agreement is amended and restated in its entirety as follows:

                  7.12. Issuance of Partnership Interest and Capital Stock;
         Amendment of Articles and By-Laws. Except in connection with the
         transactions consummated on or prior to the Closing Date, and except as
         permitted in Section 7.07 hereof, the Borrower shall not, and shall not
         permit any of the other GCI Entities (other than GCI) to, issue, sell
         or otherwise dispose of any Capital Stock in such Person, or any
         options or rights to acquire such partnership interest or capital stock
         not issued and outstanding on the Closing Date. The Borrower shall not
         amend its articles of organization or bylaws and the Borrower shall not
         permit any of the other GCI Entities (other thanGCI in connection with,
         or in contemplation of, the Kanas Closing) to amend its articles of
         organization or bylaws or partnership agreement, as applicable, except,
         so long as there exists no Default or Event of Default both prior to
         and after giving effect to such amendment, and after written notice to
         the Administrative Agent, the Borrower or any of the other GCI Entities
         may make (i) changes to comply with applicable Law and (ii) changes
         immaterial in nature.

         SECTION 8. Conditions Precedent. This Fifth 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
Fifth 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 Fifth


                                      -7-
<PAGE>
         Amendment and the other Loan Papers, (ii) that there exists no Default
         or Event of Default, and the execution, delivery and performance of
         this Fifth 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 Fifth Amendment and all Loan Papers and to execute and
         perform all transactions contemplated by this Fifth Amendment, and all
         other documents and instruments delivered or executed in connection
         with this Fifth 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 Fifth 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 Fifth 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;

                  (c) the Borrower shall have delivered to the Administrative
         Agent all documentation relating to the acquisition of the Capital
         Stock of Kanas and the Kanas Notes;

                  (d) the Borrower shall have paid to the Administrative Agent
         (i) for the account of all Lenders executing this Fifth Amendment in
         their Specified Percentages, an amendment fee equal to 10 basis points
         on $192,500,000, and (ii) for its sole account, reimbursement for all
         costs and expenses and all legal fees incurred by the Administrative
         Agent in connection with this Fifth Amendment or incurred otherwise on
         behalf of the Borrower; and

                  (e) the Borrower and the Lenders shall have entered into a
         fifth amendment to the $200MM Credit Facility on terms substantially
         identical to the terms of this Fifth Amendment; and

                  (f) 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 Fifth Amendment and
         the transactions contemplated hereby.

         SECTION 9. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Fifth
Amendment constitutes its legal, valid, and binding


                                      -8-
<PAGE>
obligation, enforceable in accordance with the terms hereof (subject as to
enforcement 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 10. 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 11. Counterparts. This Fifth 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 12. GOVERNING LAW . THIS FIFTH 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 13. 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


                                      -9-
<PAGE>
CONNECTED WITH ANY LOAN PAPER SHALL BE BROUGHT ONLY IN A COURT IN DALLAS, TEXAS.

         SECTION 14. 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.
================================================================================


                                      -10-
<PAGE>


         IN WITNESS WHEREOF, this Fifth 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


                                      -11-
<PAGE>


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



                                      /s/
                                      By: Derrick Bell
                                      Its: Vice President


                                      -12-
<PAGE>


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



                                      /s/
                                      By: Jeremy Horn
                                      Its: Vice President


                                      -13-
<PAGE>


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



                                      /s/
                                      By: William J. Burke
                                      Its: Vice President


                                      -14-
<PAGE>
                                      TORONTO DOMINION (TEXAS), INC.,
                                      Individually as a Lender



                                      /s/
                                      By: Azar S. Azarpour
                                      Its: Vice President



                                      -15-
<PAGE>
                                      COBANK, ACB, Individually as a Lender



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




                                      By:
                                      Its:


                                      -16-
<PAGE>
                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      Individually as a Lender



                                      /s/
                                      By: Brian P. Ward
                                      Its: Manager-Operations


                                      -17-
<PAGE>
                                      UNION BANK OF CALIFORNIA, N.A.,
                                      Individually as a Lender



                                      /s/
                                      By: Keith M. Wilson
                                      Its: Vice President


                                      -18-
<PAGE>
                                      BANK OF HAWAII, Individually as a Lender



                                      /s/
                                      By: Luke Yeh
                                      Its: Vice President


                                      -19-
<PAGE>
                                      THE BANK OF NEW YORK, Individually as a
                                      Lender



                                      /s/
                                      By: Gerry Granovsky
                                      Its: Vice President


                                      -20-
<PAGE>
                                      BNP PARIBAS (successor by merger to
                                      PARIBAS and BANQUE NATIONALE DE PARIS),
                                      Individually as a Lender



                                      /s/
                                      By: Serge Desrayaud
                                      Its: Media and Telecom Asset Management
                                           Company Head



                                      /s/
                                      By: Gregg W. Bonardi
                                      Its: Vice President


                                      -21-
<PAGE>
                                      CITY NATIONAL BANK, Individually as a
                                      Lender



                                      /s/
                                      By: Patrick M. Drum
                                      Its: Vice President


                                      -22-
<PAGE>
                                      FLEET NATIONAL BANK, Individually as a
                                      Lender



                                      /s/
                                      By: Denis D. Hamboyan
                                      Its: Director


                                      -23-
<PAGE>
                                      THE FUJI BANK, LIMITED, LOS ANGELES
                                      AGENCY, Individually as a Lender



                                      /s/
                                      By: Shinzo Neshitate
                                      Its: Senior Vice President and Manager


                                      -24-
<PAGE>
                                      THE SUMITOMO BANK, LIMITED, Individually
                                      as a Lender



                                      /s/
                                      By: Suresh S. Tata
                                      Its: Senior Vice President


                                      -25-
<PAGE>
                                      NATIONAL BANK OF ALASKA, Individually as a
                                      Lender



                                      /s/
                                      By: Brent Ulmer
                                      Its: Vice President


                                      -26-
<PAGE>
                                      ALLFIRST BANK, Individually as a Lender



                                      /s/
                                      By: Michael C. Toomey
                                      Its: Vice President


                                      -27-