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


         SIXTH AMENDMENT TO $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 23rd day of March, 2001 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 Fifth
Amendment to Amended and Restated Credit Agreement dated as of October 25, 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, by that certain Fourth Amendment to Amended and Restated Credit Agreement
dated as of January 18, 2000, and by that certain Fifth Amendment to Amended and
Restated Credit Agreement dated as of October 25, 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, Generally. Unless specifically defined or
redefined below, capitalized terms used herein shall have the meanings ascribed
thereto in the Credit Agreement.

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

                  (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 3. Amendment to Section 7.01(f). Section 7.01(f) in Article VII
of the Credit Agreement shall be amended and restated in its entirety as
follows:

                  (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                            $60,000,000, provided
                                                  that, if the Kanas Closing
                                                  occurs during the year 2001,
                                                  this limitation shall be
                                                  increased by $10,000,000 to a
                                                  maximum amount of $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 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).


                                      -2-
<PAGE>
         SECTION 4. Conditions Precedent. This Sixth 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
Sixth 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 Sixth Amendment and the
         other Loan Papers, (ii) that there exists no Default or Event of
         Default, and the execution, delivery and performance of this Sixth
         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 Sixth Amendment and all Loan Papers and to execute and perform all
         transactions contemplated by this Sixth Amendment, and all other
         documents and instruments delivered or executed in connection with this
         Sixth 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 Sixth 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 Sixth 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 and the Lenders shall have entered into a
         sixth amendment to the $200MM Credit Facility on terms substantially
         identical to the terms of this Sixth Amendment; and

                  (d) 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 Sixth Amendment and
         the transactions contemplated hereby.

         SECTION 5. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Sixth
Amendment constitutes its legal, valid, and binding obligation, enforceable in
accordance with the terms hereof (subject as to enforcement of


                                      -3-
<PAGE>
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 6. 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 7. Counterparts. This Sixth 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 8. GOVERNING LAW. THIS SIXTH 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 9. 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 10. 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 Sixth 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


                                      -6-
<PAGE>


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



                                      /s/
                                      By: Derrick Bell
                                      Its: Principal


                                      -7-
<PAGE>


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



                                      /s/
                                      By: Jeremy Horn
                                      Its: Vice President


                                      -8-
<PAGE>


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



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


                                      -9-
<PAGE>
                                      TORONTO DOMINION (TEXAS), INC.,
                                      Individually as a Lender




                                      By:
                                      Its:



                                      -10-
<PAGE>
                                      COBANK, ACB, Individually as a Lender



                                      /s/
                                      By: John McFarlane
                                      Its: Vice President




                                      By:
                                      Its:


                                      -11-
<PAGE>
                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      Individually as a Lender



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


                                      -12-
<PAGE>
                                      UNION BANK OF CALIFORNIA, N.A.,
                                      Individually as a Lender



                                      /s/
                                      By: Craig R. Cuppru
                                      Its: Associate Vice President


                                      -13-
<PAGE>
                                      BANK OF HAWAII, Individually as a Lender




                                      By:
                                      Its:


                                      -14-
<PAGE>
                                      THE BANK OF NEW YORK, Individually as a
                                      Lender




                                      By:
                                      Its:


                                      -15-
<PAGE>
                                      BNP PARIBAS (successor by merger to
                                      PARIBAS and BANQUE NATIONALE DE PARIS),
                                      Individually as a Lender




                                      By:
                                      Its:




                                      By:
                                      Its:


                                      -16-
<PAGE>
                                      CITY NATIONAL BANK, Individually as a
                                      Lender



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


                                      -17-
<PAGE>
                                      FLEET NATIONAL BANK, Individually as a
                                      Lender



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


                                      -18-
<PAGE>
                                      THE FUJI BANK, LIMITED, LOS ANGELES
                                      AGENCY, Individually as a Lender




                                      By:
                                      Its:


                                      -19-
<PAGE>
                                      THE SUMITOMO BANK, LIMITED, Individually
                                      as a Lender




                                      By:
                                      Its:


                                      -20-
<PAGE>
                                      NATIONAL BANK OF ALASKA, Individually as a
                                      Lender



                                      /s/
                                      By: Brent Ulmer
                                      Its: Vice President


                                      -21-
<PAGE>
                                      ALLFIRST BANK, Individually as a Lender



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


                                      -22-