NINTH AMENDMENT

                                       TO

                $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT

         NINTH AMENDMENT TO $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 17th day of December, 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., 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, by that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of January 18, 2000,
by that certain Fifth Amendment to Amended and Restated Credit Agreement dated
as of October 25, 2000, by that certain Sixth Amendment to Amended and Restated
Credit Agreement dated as of March 23, 2001, by that certain Seventh Amendment
to Amended and Restated Credit Agreement dated as of April 27, 2001, and by that
certain Eighth Amendment to Amended and Restated Credit Agreement dated as of
October 31, 2001 (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, by that certain Fifth
Amendment to Amended and Restated Credit Agreement dated as of October 25, 2000,
by that certain Sixth Amendment to Amended and Restated Credit Agreement dated
as of March 23, 2001, by that certain Seventh Amendment to Amended and Restated
Credit Agreement dated as of April 27, 2001, and by that certain Eighth
Amendment to Amended and Restated Credit Agreement dated as of October 31, 2001,
and as further amended, restated or otherwise modified from time to time, the
"$200MM Credit Facility");

         WHEREAS, the Borrower has requested certain provisions of the Credit
Agreement be amended;
<PAGE>
         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, Generally.

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

         (b) The definition of "Applicable Margin" in Article I is hereby
deleted and the following definition of "Applicable Margin" is substituted in
its stead:

                  "Applicable Margin" means (i) with respect to the Base Rate
         Advances under the Facility, 1.375% per annum and (ii) with respect to
         LIBOR Advances under the Facility, 2.500% per annum. Notwithstanding
         the foregoing, effective three Business Days after receipt by the
         Administrative Agent from the Borrower of a Compliance Certificate
         delivered to the Lenders for any reason and demonstrating a change in
         the Total Leverage Ratio to an amount so that another Applicable Margin
         should be applied pursuant to the table set forth below, the Applicable
         Margin for each type of Advance shall mean the respective amount set
         forth below opposite such relevant Total Leverage Ratio in Columns A
         and B below, in each case until the first succeeding Quarterly Date
         which is at least three Business Days after receipt by the
         Administrative Agent from the Borrower of a Compliance Certificate,
         demonstrating a change in the Total Leverage Ratio to an amount so that
         another Applicable Margin shall be applied; provided that, if there
         exists a Default or if the Total Leverage Ratio shall at any time be
         greater than or equal to 6.50 to 1.00, the Applicable Margin shall
         again be the respective amounts first set forth in this definition;
         provided further, that the Applicable Margin in effect on the Closing
         Date shall be determined pursuant to a Compliance Certificate delivered
         on the Closing Date, provided, further, that if the Borrower fails to
         deliver any financial statements to the Administrative Agent within the
         required time periods set forth in Sections 6.05(a) and Section 6.05(b)
         hereof, the Applicable Margin shall again be the respective amounts
         first set forth in this definition until the date which is three
         Business Days after the Administrative Agent receives financial
         statements from the Borrower which demonstrate that another Applicable
         Margin should be applied pursuant to the table set forth below; and
         provided further, that the Applicable Margin shall never be a negative
         number.


                                       2
<PAGE>
<TABLE>
<CAPTION>
                                                                    Column A         Column B
                    Total Leverage Ratio                            Base Rate          LIBOR
----------------------------------------------------------------- ---------------- ----------------
<S>                                                                   <C>              <C>
Greater than or equal to 6.50 to 1.00                                 1.375%           2.500%

Greater than or equal to 6.00 to 1.00 but less than 6.50 to 1.00      1.000%           2.125%

Greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00      0.750%           1.875%

Greater than or equal to 5.00 to 1.00 but less than 5.50 to 1.00      0.500%           1.625%

Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00      0.250%           1.375%

Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00      0.000%           1.250%

Less than 4.00 to 1.00                                                0.000%           1.000%
</TABLE>
         Notwithstanding the foregoing, if (a) the Borrower acquires the assets
         of WCIC as contemplated by the terms of this Agreement and (b) the
         Borrower enters into the Term Loan B Agreement, then, on such date that
         both of the preceding (a) and (b) are satisfied, the Applicable Margin
         set forth above shall no longer be applicable, and the following
         definition of Applicable Margin shall apply, immediately, automatically
         and without notice to any Person:

                  "Applicable Margin" means (i) with respect to the Base Rate
         Advances under the Facility, 1.125% per annum and (ii) with respect to
         LIBOR Advances under the Facility, 2.250% per annum; provided that,
         notwithstanding the foregoing, if the interest rate margin for libor
         advances or base rate advances under the Term Loan B Agreement is more
         than 0.50% higher or lower than the corresponding interest rate margin
         set forth in clause (i) or clause (ii) preceding in this definition of
         "Applicable Margin", then the Applicable Margin hereunder shall mean a
         per annum percentage rate equal to (a) with respect to the Base Rate
         Advances under the Facility, that percentage rate which is 0.50% below
         the per annum applicable interest rate margin for base rate advances
         under the Term Loan B Agreement (however defined in such Term Loan B
         Agreement), and (b) with respect to the LIBOR Advances under the
         Facility, that percentage rate which is 0.50% below the per annum
         applicable interest rate margin for libor rate advances under the Term
         Loan B Agreement (however defined in such Term Loan B Agreement). If
         neither base rate advances or libor rate advances (or their
         equivalents) are offered under the Term Loan B Agreement, the parties
         hereto agree that the Applicable Margin hereunder shall be in each case
         0.50% below the economic equivalent of the applicable interest rate
         margin provided for in the Term Loan B Agreement.

         (c) The definition of "Intercreditor Agreement" is hereby added in
alphabetical order to Article I of the Credit Agreement and shall read in its
entirety as follows:

                  "Intercreditor Agreement" means that certain Intercreditor
         Agreement, in the form attached as Exhibit A, between the Borrower,
         Bank of America, N.A. as collateral agent thereunder and the
         Administrative Agent, evidencing the agreement between the Lenders
         hereunder and the lenders under the Term Loan B Agreement for the
         Collateral to secure the Obligations and the Term Loan B Obligations on
         a pari passu basis, as such agreement is amended, restated or otherwise
         modified from time to time.


                                       3
<PAGE>
         (d) The definition of "Lenders" in Article I is hereby deleted and the
following definition of "Lenders" is substituted in its stead:

                  "Lenders" means the lenders listed on the signature pages of
         this Agreement, and each Eligible Assignee which hereafter becomes a
         party to this Agreement pursuant to Section 10.04 hereof or pursuant to
         an amendment to this Agreement, for so long as any such Person is owed
         any portion of the Obligation or is obligated to make Advances under
         the Revolver/Term Loan, and, any Bank Affiliate who is owed any portion
         of the Obligations.

         (e) The definition of "Loan Papers" in Article I is hereby deleted and
the following definition of "Loan Papers" is substituted in its stead:

                  "Loan Papers" means this Agreement; the Notes; Interest Rate
         Hedge Agreements executed among any GCI Entity and any Lender or Bank
         Affiliate; the Intercreditor Agreement, all Pledge Agreements; all
         Guaranties executed by any Person guaranteeing payment of any portion
         of the Obligations; all Fee Letters; each Assignment and Acceptance;
         all promissory notes evidencing any portion of the Obligations;
         assignments, security agreements and pledge agreements granting any
         interest in any of the Collateral; stock certificates and partnership
         agreements constituting part of the Collateral; mortgages, deeds of
         trust, financing statements, collateral assignments, and other
         documents and instruments granting an interest in any portion of the
         Collateral, or related to the perfection and/or the transfer thereof,
         all collateral assignments or other agreements granting a Lien on any
         intercompany note, including without limitation, the Intercompany
         Notes; and all other documents, instruments, agreements or certificates
         executed or delivered by the Borrower or any other GCI Entity, as
         security for the Borrower's obligations hereunder, in connection with
         the loans to the Borrower or otherwise; as each such document shall,
         with the consent of the Lenders pursuant to the terms hereof, be
         amended, revised, renewed, extended, substituted or replaced from time
         to time.

         (f) The definition of "Ninth Amendment " is hereby added in
alphabetical order to Article I and shall read in its entirety as follows:

                  "Ninth Amendment" means that certain Ninth Amendment to this
         $50,000,000 Amended and Restated Credit Agreement, dated as of December
         17, 2001, among the Borrower, the Administrative Agent and certain
         Lenders.

         (g) The definition of "Term Loan B Agreement" is hereby added in
alphabetical order to Article I and shall read in its entirety as follows:

                  "Term Loan B Agreement" means that certain senior secured term
         loan agreement entered into after the date hereof as a replacement and
         refinancing of a portion of indebtedness previously available under
         this Agreement, to be executed


                                       4
<PAGE>
         among the Borrower, Bank of America, N.A., as Administrative Agent and
         the lenders as defined therein, as such agreement may be amended,
         restated or otherwise modified from time to time.

         (h) The definition of "Term Loan B Obligations" is hereby added in
alphabetical order to Article I and shall read in its entirety as follows:

                  "Term Loan B Obligations" means, with respect to the Term Loan
         B Agreement and all of the Term Loan B Papers, all present and future
         obligations, indebtedness and liabilities, and all renewals and
         extensions of all or any part thereof, of the Borrower and each other
         GCI Entity to lenders and administrative agent under the Term Loan B
         Agreement arising from, by virtue of, or pursuant to the Term Loan B
         Agreement, any of the other Term Loan B Papers and any and all renewals
         and extensions thereof or any part thereof, or future amendments
         thereto, all interest accruing on all or any part thereof and
         reasonable attorneys' fees incurred by lenders and administrative agent
         thereunder for the administration, execution of waivers, amendments and
         consents, and in connection with any restructuring, workouts or in the
         enforcement or the collection of all or any part thereof, whether such
         obligations, indebtedness and liabilities are direct, indirect, fixed,
         contingent, joint, several or joint and several. Without limiting the
         generality of the foregoing, "Term Loan B Obligations" includes all
         amounts which would be owed by the Borrower, each other GCI Entity and
         any other Person (other than administrative agent or lenders
         thereunder) to the administrative agent or lenders thereunder under any
         Term Loan B Paper, but for the fact that they are unenforceable or not
         allowable due to the existence of a bankruptcy, reorganization or
         similar proceeding involving the Borrower, any other GCI Entity or any
         other Person (including all such amounts which would become due or
         would be secured but for the filing of any petition in bankruptcy, or
         the commencement of any insolvency, reorganization or like proceeding
         of the Borrower, any other GCI Entity or any other Person under any
         Debtor Relief Law).

         (i) The definition of "Term Loan B Papers" is hereby added in
alphabetical order to Article I and shall read in its entirety as follows:

                  "Term Loan B Papers" means "Loan Papers" as it will be defined
         under the Term Loan B Agreement, including without limitation, the Term
         Loan B Agreement, the Intercreditor Agreement, all promissory notes,
         fee letters, pledge agreements, security agreements, mortgages, deeds
         of trust, assignments and other documentation executed in connection
         with the Term Loan B Agreement from time to time, all guarantees
         executed by any Person guaranteeing payment of any portion of the Term
         Loan B Obligations, each assignment and acceptance; as each such
         document shall be amended, revised, renewed, extended, substituted or
         replaced from time to time.


                                       5
<PAGE>
         (j) The definition of "WCIC" is hereby added in alphabetical order to
Article I and shall read in its entirety as follows:

                  "WCIC" means WCI Cable, Inc. and its Subsidiaries.

         SECTION 2. Amendment to Opening Phrase of Section 2.04(b)(ii). The
opening phrase of Section 2.04(b)(ii) in Article II of the Credit Agreement
shall be amended and restated in its entirety as follows:

                  (ii) Asset Sales. On the date of any Asset Sale by any of the
         GCI Entities (this provision not permitting such Asset Sales) excluding
         Asset Sales permitted under Section 7.05(b) hereof,

         SECTION 3. Amendment to Section 2.04(c). Section 2.04(c) in Article II
of the Credit Agreement shall be amended and restated in its entirety as
follows:

                  (c) Commitment Reductions, Generally. To the extent the sum of
         the aggregate outstanding Advances under the Revolver/Term Loan exceed
         the Revolver/Term Commitment after any reduction thereof, prior to or
         on the Conversion Date, the Borrower shall immediately repay on the
         date of such reduction, any such excess amount and all accrued interest
         thereon, together with any amounts constituting any Consequential Loss.
         Once reduced or terminated pursuant to this Section 2.04, the
         Revolver/Term Commitment may not be increased or reinstated. At such
         time as the Intercreditor Agreement becomes effective, each of the
         terms and provisions of Sections 2.04(b)(ii),(iii),(iv), (v), and (vi)
         shall be governed by the terms and provisions of the Intercreditor
         Agreement, and in the event of a conflict between this Section 2.04 and
         the Intercreditor Agreement, the terms and provisions of the
         Intercreditor Agreement shall control.

         SECTION 4. Amendment to Section 2.05(b)(i). Section 2.05(b)(i) in
Article II of the Credit Agreement shall be amended and restated in its entirety
as follows:

         (b)      Mandatory Prepayments.

                  (i) Asset Sales. (A) Prior to the Conversion Date, on the date
         of any Asset Sale of any GCI Entity (except Asset Sales in accordance
         with the terms of Section 7.05(b) hereof), the Borrower shall repay the
         Obligations and the obligations under the Revolving Credit Agreement by
         an amount equal to 100% of the Net Proceeds, applied pro rata to the
         obligations as specified under the Revolving Credit Agreement and
         Advances outstanding under the Revolver/Term Loan, and (B) after the
         Conversion Date, (I) if there exists no Default or Event of Default, on
         the date of any Asset Sale of any GCI Entity (except Asset Sales in
         accordance with the terms of Section 7.05(b) hereof), the Borrower
         shall repay the obligations by an amount equal to 100% of the Net
         Proceeds, applied to the obligations as specified under the Revolving
         Credit Agreement, and (II) if


                                       6
<PAGE>
         there exists a Default or Event of Default, on the date of any Asset
         Sale of any GCI Entity, the Borrower shall repay the Obligations and
         the obligations under the Revolving Credit Agreement by an amount equal
         to 100% of the Net Proceeds, applied pro rata to the obligations as
         specified under the Revolving Credit Agreement and Advances outstanding
         under the Revolver/Term Loan. Any amounts repaying the Revolver/Term
         Loan on and after the Conversion Date will be applied in the inverse
         order of maturity and may not be reborrowed. On such date, the Borrower
         shall deliver to the Administrative Agent a certificate of an
         Authorized Officer certifying as to the amount of (including the
         calculation of) such repayment and, with respect to the Asset Sale
         giving rise thereto, the gross proceeds thereof and the costs and
         expenses payable as a result thereof which were deducted in determining
         the amount of Net Proceeds.

         SECTION 5. Amendment to Section 2.05(c). Section 2.05(c) in Article II
of the Credit Agreement shall be amended and restated in its entirety as
follows:

                  (c) Prepayments, Generally. Any prepayment of Advances
         pursuant to this Section 2.05 shall be applied first to Base Rate
         Advances, if any, then outstanding under the Facility, second to LIBOR
         Advances for which the date of prepayment is the last day of the
         applicable Interest Period, if any, outstanding under the Facility and
         third to LIBOR Advances with the shortest remaining Interest Periods
         outstanding under the Facility. At such time as the Intercreditor
         Agreement becomes effective, each of the terms and provisions of
         Sections 2.05(b)(i), (ii), (iii), (iv), and (v) shall be governed by
         the terms and provisions of the Intercreditor Agreement, and in the
         event of a conflict between this Section 2.05 and the Intercreditor
         Agreement, the terms and provisions of the Intercreditor Agreement
         shall control.

         SECTION 6. Amendment to Section 2.12(d). Section 2.12(d) in Article II
of the Credit Agreement shall be amended and restated in its entirety as
follows:

                  (d) Except as specifically set forth in Sections 2.04 and 2.05
         hereof, so long as there exists no Default or Event of Default all
         payments made by the Borrower shall be applied as designated by the
         Borrower, and, if there exists a Default or Event of Default, or if the
         Borrower fails to designate application of payments, all payments made
         by the Borrower shall be applied pro rata among the obligations under
         the Revolving Credit Agreement and the Revolver/Term Loan. Any payment
         made by the Borrower in excess of the Revolver/Term Commitment or
         outstanding Advances under the Revolver/Term Loan, shall be applied to
         outstanding amounts (or to reduce the commitment) of any other
         outstanding Obligations. Notwithstanding the foregoing, if the
         Intercreditor Agreement is effective, all mandatory prepayments made by
         the Borrower and proceeds and dispositions of Collateral shall be
         applied in accordance with the terms of the Intercreditor Agreement, to
         the extent that the terms and provisions of the Intercreditor Agreement
         govern such application.


                                       7
<PAGE>
         SECTION 7. Amendment to Section 7.01(e). Section 7.01(e) in Article II
of the Credit Agreement shall be amended and restated in its entirety as
follows:

                  (e) Fixed Charges Coverage Ratio. (i) Prior to the acquisition
         of the assets of WCIC in accordance with the terms of this Agreement,

                  Commencing January 1, 2003, 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, 2003 through
                  March 31, 2004                              1.00 to 1.00

                  April 1, 2004 and thereafter                1.05 to 1.00, or

                  (ii) On and after the acquisition of the assets of WCIC in
         accordance with the terms of this Agreement,

                  Commencing April 1, 2004, 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 April 1, 2004 through
                  December 31, 2004                           1.00 to 1.00

                  January 1, 2005 and thereafter              1.05 to 1.00

         SECTION 8. Amendment to Section 7.01(f). Section 7.01(f) in Article II
of the Credit Agreement shall be amended and restated in its entirety as
follows:

                  (f) Capital Expenditures. (i) Prior to the acquisition of the
         assets of WCIC in accordance with the terms of this Agreement,

                  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 fiscal years, provided that, any
                  unused portion of any such year may be used during the
                  following fiscal year only (but not thereafter):


                                       8
<PAGE>
                  Fiscal Year                              Maximum Amount
                  -----------                              --------------
                  1998                                     $90,000,000
                  1999                                     $35,000,000
                  2000                                     $35,000,000
                  2001                                     $70,000,000
                  2002                                     $60,000,000
                  January 1, 2003 and thereafter           Not Applicable, or

                  (ii) On and after the acquisition of the assets of WCIC in
         accordance with the terms of this Agreement,

         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
         fiscal years, provided that, any unused portion of any such year may be
         used during the following fiscal year only (but not thereafter),
         provided that, in the fiscal year 2002 only, the Borrower may exclude
         the purchase price for the acquisition of WCIC's assets from the
         calculation of its Capital Expenditures, in an amount not to exceed
         $65,000,000:

                  Fiscal Year                              Maximum Amount
                  -----------                              --------------
                  1998                                     $90,000,000
                  1999                                     $35,000,000
                  2000                                     $35,000,000
                  2001                                     $70,000,000
                  2002                                     $65,000,000
                  2003                                     $50,000,000
                  January 1, 2004 through
                  March 31, 2004                           $15,000,000
                  April 1, 2004 and thereafter             Not Applicable

         SECTION 9. Amendment to Section 7.02. Section 7.02 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:

                  7.02. Debt. The Borrower shall not, and shall not permit any
         of the other GCI Entities to, create, incur, assume, become or be
         liable in any manner in respect of, or suffer to exist, any Debt,
         except (a) Debt under the Loan Papers and the Revolving Credit
         Agreement, (b) Debt under the Senior Notes and other Debt in existence
         on the date hereof as shown on Schedule 5.08a hereto, and renewals,
         extensions (but not increases), and refinancings thereof on terms
         substantially similar thereto and on terms no more restrictive, (c)
         trade payables incurred and paid in the ordinary course of business,
         (d) Debt permitted to be incurred as Contingent Liabilities pursuant to
         Section 7.03 hereof, (e) Debt between the


                                       9
<PAGE>
         Borrower and its Restricted Subsidiaries, (f) so long as there exists
         no Default or Event of Default in existence at the time incurred and
         none is caused thereby, (i) $5,000,000 in Debt constituting Capital
         Leases outstanding in the aggregate at any one time, (ii) unsecured
         subordinated Debt of the Borrower on terms and conditions acceptable to
         the Administrative Agent and each Lender, subordinated to the Facility
         pursuant to the subordination language set forth on Schedule 7.02
         hereto, (g) Debt under the Project Agreements, and (h) so long as (i)
         there exists no Default or Event of Default both before and after
         giving effect to its incurrence, (ii) the maturity of such Debt is
         later than the Maturity Date, (iii) the weighted average life of such
         Debt is longer than the weighted average life of the Revolver/Term
         Loan, (iv) the Term Loan B Agreement contains representations and
         warranties, conditions precedent, affirmative covenants, negative
         covenants and events of default substantially similar to the
         representations and warranties, conditions precedent, affirmative
         covenants, negative covenants and Events of Default in this Agreement
         (and in no case may such terms be more restrictive than the terms of
         this Agreement) and (v) the Borrower has paid in immediately available
         funds an amendment fee to the Administrative Lender for the benefit of
         those Lenders that executed and delivered the Ninth Amendment to the
         Administrative Agent prior to noon (eastern time) on December 17, 2001,
         such amendment fee to be in an amount equal to 40 basis points on each
         such executing Lender's pro rata portion of the principal amount of the
         outstanding Revolver/Term Loan, the Borrower and the other GCI Entities
         may incur senior secured Debt under the Term Loan B Agreement, and the
         Term Loan B Obligations, in a maximum principal amount not to exceed
         the lesser of (A) $65,000,000, or (B) the gross cash purchase price
         paid by the Borrower for the acquisition of the assets of WCIC.

         SECTION 10. Amendment to Section 7.04. Section 7.04 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:

                  7.04. Liens. Borrower shall not, and shall not permit any of
         the other GCI Entities to, create or suffer to exist any Lien upon any
         of its Properties, except Permitted Liens and Liens securing Debt
         permitted under Section 7.02(f)(i) and, on a pari passu basis pursuant
         to the Intercreditor Agreement, Liens securing Term Loan B Obligations
         permitted to be incurred under Section 7.02(h) hereof. It is
         specifically acknowledged and agreed that the Borrower shall not, and
         shall not permit any of the other GCI Entities to, hereafter agree with
         any Person (other than Administrative Agent) not to grant a Lien on any
         of its assets, except as specifically provided in the Indenture on the
         Closing Date and except as provided in the Term Loan B Agreement and
         the Term Loan B Papers.

         SECTION 11. Amendment to Section 7.05. Section 7.05 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:


                                       10
<PAGE>
                  7.05. Dispositions of Assets. The Borrower shall not, and
         shall not permit any of the other GCI Entities to, sell, lease, assign,
         or otherwise dispose of any assets of the Borrower or any Restricted
         Subsidiary, or otherwise consummate any Asset Sale, except (a)
         Permitted Dispositions and sales or dispositions of assets in the
         ordinary course of business, including dispositions of obsolete or
         useless assets, (b) so long as there exists no Default or Event of
         Default both before and after giving effect to such disposition, any
         sale of any portion of the assets acquired by the Borrower from WCIC
         described on Schedule 7.05 hereto, so long as such sales do not
         generate, in the aggregate, gross proceeds in excess of $10,000,000 and
         (c) so long as there exists no Default or Event of Default both before
         and after giving effect to such disposition, Asset Sales in an
         aggregate amount over the term of this Agreement not to exceed
         $10,000,000 (or $20,000,000 if before and immediately after giving
         effect to any Asset Sale, the Total Leverage Ratio is equal to or less
         than 4.50 to 1.00), so long as any amounts received from Asset Sales
         (except those Asset Sales permitted by Sections 7.05(a) and (b) above)
         in the aggregate over $10,000,000 in any fiscal year of the Borrower
         and its Restricted Subsidiaries (or $20,000,000 if before and
         immediately after giving effect to any Asset Sale, the Total Leverage
         Ratio is equal to or less than 4.50 to 1.00) are immediately used to
         reduce the Revolving Commitment, and the Revolver/Term Commitment, in
         accordance with Section 2.04 hereof, and repay the outstanding
         Obligations in accordance with the terms of Section 2.05 hereof, as
         applicable.

         SECTION 12. Amendment to Section 7.06. Section 7.06 in Article VII of
the Credit Agreement shall be amended by deleting the "and" after subsection
(e), adding "and" after subsection (f), and adding subsection (g) which shall
read as follows:

                  (g) Restricted Payments to pay scheduled interest and
         principal on Term Loan B Obligations under the Term Loan B Agreement,
         and costs, fees and expenses and other Term Loan B Obligations payable
         under the Term Loan B Agreement and the other Term Loan B Papers.

         SECTION 13. Amendment to Section 7.10(j) and Addition of New Section
7.10(k). Section 7.10(j) in Article VII of the Credit Agreement shall be amended
and restated in its entirety as follows, and a new Section 7.10(k) shall be
added to the end of Section 7.10 of the Credit Agreement as follows:

                  (j)      INTENTIONALLY DELETED.

                  (k)      so long as

                           (A) there is no Default or Event of Default both
                  before and after giving effect to such Investment or
                  acquisition,


                                       11
<PAGE>
                           (B) all assets owned by WCIC and each of its
                  Subsidiaries are immediately upon acquisition thereof pledged
                  and collaterally assigned to secure the Obligations (on a pari
                  passu basis with the Debt evidenced by the Term Loan B
                  Agreement pursuant to the Intercreditor Agreement) pursuant to
                  a security agreement and/or collateral assignment in form
                  substantially similar to those security agreements executed
                  previously by the GCI Entities and Administrative Agent
                  receives all other items reasonably requested by the
                  Administrative Agent to secure the Obligations,

                           (C) the aggregate purchase price for such assets is
                  paid in cash and/or equity, or any combination thereof, and
                  does not exceed $65,000,000, 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,

                           (D) the Administrative Agent has received all other
                  documentation, information and agreements relating to WCIC and
                  its Subsidiaries, as is reasonably requested by the
                  Administrative Agent, including without limitation, an
                  Intercreditor Agreement,

                           (E) the Administrative Agent has received projections
                  after giving effect to the purchase of the assets of WCIC
                  demonstrating pro forma compliance with the financial
                  covenants contained in this Agreement throughout the term of
                  this Agreement,

                           (F) the assets of WCIC are acquired free and clear of
                  all Liens (except Permitted Liens, Liens of the Lenders
                  securing the Obligations and Liens securing the Term Loan B
                  Obligations under the Term Loan B Agreement on a pari passu
                  basis), and

                           (G) 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 (in the form delivered in connection with the
                  acquisition), and such other matters as reasonably requested
                  by Special Counsel, including, without limitation, opinions
                  regarding the Indenture and AUSP Credit Agreement, and the
                  related agreements,

                  the Borrower may purchase the assets of WCIC and its
                  Subsidiaries.

         SECTION 14. Amendment to Section 7.18. Section 7.18 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:


                                       12
<PAGE>
                  7.18. Amendments to Material Agreements. The Borrower shall
         not, nor shall the Borrower permit any other GCI Entity to, amend or
         change any Project Agreement or any AUSP Financing Agreement in any
         manner that is material and adverse to the interests of the Lenders
         except with the prior written consent of Majority Lenders, or amend or
         change any Loan Paper other than with the prior written consent of the
         Lenders pursuant to Section 10.01 hereof, nor shall the Borrower or any
         other GCI Entity change or amend (or take any action or fail to take
         any action the result of which is an effective amendment or change) or
         accept any waiver or consent with respect to (a) any Non-Compete
         Agreement, (b) that certain Transponder Purchase Agreement for Galaxy
         X, dated August 24, 1995, among the Borrower and Hughes Communications
         Galaxy, Inc., now held by PanAmSat Corp., as assignee, (c) that certain
         Transponder Service Agreement, dated August 24, 1995, among General
         Communication Corp. and Hughes Communications Satellite Services, Inc.,
         now held by PanAmSat Corp., as assignee, (d) the Senior Notes and all
         documentation and agreements relating to the Senior Notes, other than
         changes that result in a decrease in interest rate, extension of
         maturity, or deletion of covenants or obligations to repay, and changes
         anticipated by Section 9.01(1) of the Indenture, (e) the Prime
         Management Agreement, (f) all documentation related to any Funded Debt
         of any GCI Entity, and (g) the Term Loan B Agreement or any of the Term
         Loan B Papers, except, in the case of this subsection (g), amendments,
         modifications, consents, waivers and changes to immaterial provisions,
         or amendments, modifications, consents, waivers and changes which are
         in form and substance similar to any amendments, modifications,
         consents, waivers and changes to this Agreement or the other Loan
         Papers.

         SECTION 15. Amendment to Section 7.19. Section 7.19 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:

                  7.19 Limitation on Restrictive Agreements. The Borrower shall
         not, and shall not permit the Parents or any Restricted Subsidiary to,
         other than in connection with the Term Loan B Agreement, the Term Loan
         B Papers, the Senior Notes, the Revolving Credit Agreement, the AUSP
         Financing Agreements or the Project Agreements, enter into any
         indenture, agreement, instrument, financing document or other
         arrangement which, directly or indirectly, prohibits or restrains, or
         has the effect of prohibiting or restraining, or imposes materially
         adverse conditions upon: (a) the incurrence of Debt, (b) the granting
         of Liens (except for provisions contained in Capital Leases of property
         that are permitted hereunder that limit Liens only on the specific
         property subject to the Capital Lease, except for Liens in favor of the
         Administrative Agent and the Lenders), (c) the making or granting of
         Guarantees, (d) the payment of dividends or Distributions, (e) the
         purchase, redemption or retirement of any Capital Stock, (f) the making
         of loans or advances, (g) transfers or sales of property or assets
         (including Capital Stock) by the Parents, the Borrower or any of the
         Restricted


                                       13
<PAGE>
         Subsidiaries, (h) the making of Investments or acquisitions, or (i) any
         change of control or management.

         SECTION 16. Amendment to Section 8.01. Section 8.01 in Article VIII of
the Credit Agreement shall be amended by deleting the "or" after subsection (w),
adding "or" after subsection (y) and adding subsection (z) which shall read as
follows:

                  (z) an Event of Default shall have occurred under the Term
         Loan B Agreement.

         SECTION 17. Addition of Schedule 7.05. Schedule 7.05 attached to this
Ninth Amendment shall be added to Schedules to the Credit Agreement in numerical
order as Schedule 7.05.

         SECTION 18. Conditions Precedent. This 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 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 Amendment and the other
         Loan Papers, (ii) that there exists no Default or Event of Default, and
         the execution, delivery and performance of this 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 Amendment
         and all Loan Papers and to execute and perform all transactions
         contemplated by this Amendment, and all other documents and instruments
         delivered or executed in connection with this 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 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 Administrative Agent shall have received an opinion of
         counsel to the Parents, the Borrower and its Subsidiaries, in form and
         substance acceptable to the Administrative Agent and Special Counsel,
         including without limitation, an opinion as to no conflict with the
         transactions contemplated herein under the Indenture and the AUSP
         Credit Agreement;


                                       14
<PAGE>
                   (c) the Borrower and the Lenders shall have entered into a
         Ninth Amendment to the $200MM Credit Facility on terms substantially
         identical to the terms of this Amendment;

                  (d) the Borrower shall have paid the Administrative Agent a
         ten basis points amendment fee, such amendment fee to be allocated
         among the Lenders executing this Amendment prior to noon (eastern
         time), December 17, 2001, as evidenced by a facsimile receipt by
         counsel to the Administrative Agent of such Lender's signature to this
         Amendment prior to such time;

                  (e) the Administrative Agent shall have received each of the
         Loan Papers, financial statements, projections, legal opinions,
         consents, and other documentation, as reasonably requested by the
         Administrative Agent, and the Administrative Agent shall have received
         "No Default Certificates" executed by the Borrower and its Restricted
         Subsidiaries; 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 Amendment and the
         transactions contemplated hereby.

         SECTION 19. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Amendment
constitutes its legal, valid, and binding 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 20. 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 21. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument. In making


                                       15
<PAGE>
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 22. GOVERNING LAW. THIS 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 23. 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.

         SECTION 24. 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.

         SECTION 25. Intercreditor Agreement. The undersigned Lenders hereby
approve of the Intercreditor Agreement in the form attached hereto as Exhibit A
and consent to the execution and delivery by the Administrative Agent on their
behalf of the Intercreditor Agreement in substantially the same form and
substance as the Intercreditor Agreement attached hereto as Exhibit A.

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



                                       16
<PAGE>
                                 Schedule 7.05

                      Description of WCIC Assets To Be Sold


                                       17
<PAGE>
                          Exhibit A to Ninth Amendment

                         Form of Intercreditor Agreement


                                       18
<PAGE>
         IN WITNESS WHEREOF, this Ninth Amendment to Amended and Restated Credit
Agreement is executed as of the date first set forth above.


                                   GCI HOLDINGS, INC.



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



                                       19
<PAGE>


                                   BANK OF AMERICA, N.A., Individually as a
                                   Lender and as Administrative Agent



                                   By: /s/ Derrick C. Bell
                                   Its: Principal


                                       20
<PAGE>


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



                                   By: /s/ Jeremy Horn
                                   Its:


                                       21
<PAGE>


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



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


                                       22
<PAGE>


                                   TORONTO DOMINION (TEXAS), INC., Individually
                                   as a Lender



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

                                       23
<PAGE>


                                   COBANK, ACB, Individually as a Lender



                                   By:
                                   Its:


                                   24
<PAGE>


                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   Individually as a Lender



                                   By: /s/ Karl Keiffer
                                   Its: Duly Authorized Signatory


                                       25
<PAGE>


                                   UNION BANK OF CALIFORNIA, N.A., Individually
                                   as a Lender



                                   By: /s/ Stender E. Sweeney II
                                   Its: Vice President


                                       26
<PAGE>


                                   BANK OF HAWAII, Individually as a Lender



                                   By: /s/ J. Bryan Scearce
                                   Its: Vice President


                                       27
<PAGE>


                                   THE BANK OF NEW YORK, Individually as a
                                   Lender



                                   By:
                                   Its:



                                       28
<PAGE>


                                   BNP PARIBAS, Individually as a Lender



                                   By: /s/ Gregg Bonardi
                                   Its: Director, Media & Telecom Finance



                                   By: /s/ Ben Todres
                                   Its: Director, Media & Telecom Finance



                                       29
<PAGE>


                                   FLEET NATIONAL BANK, Individually as a Lender



                                   By:
                                   Its:


                                       30
<PAGE>


                                   THE FUJI BANK, LIMITED, Individually as a
                                   Lender



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



                                       31
<PAGE>


                                   SUMITOMO MITSUI BANKING CORPORATION,
                                   Individually as a Lender



                                   By:
                                   Its:



                                       32
<PAGE>


                                   WELLS FARGO BANK ALASKA, N.A. f/k/a NATIONAL
                                   BANK OF ALASKA, Individually as a Lender



                                   By: /s/ Brent Ulmer
                                   Its: Vice President



                                       33
<PAGE>


                                   ALLFIRST BANK, Individually as a Lender



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


                                       34

<PAGE>
                                 Schedule 7.05

                      Description of WCIC Assets To Be Sold
<PAGE>
                                 Ninth Amendment
                                  Schedule 7.05
                           WCI Cable, Inc. Real Estate


At the time that WCI Cable, Inc. filed for protection under the Bankruptcy Code,
it owned two pieces of real estate. Descriptions of the real estate is as
follows:

WCI Headquarters Complex
Purpose: WCI's Administrative Office Building/Collocation Facility
Physical Address: 19720 NW Tanasborne Drive, Hillsboro, Oregon
Size: 47,923 rentable sf
Notes:
     -  Facility built for purpose
     -  Constructed: 1997-1998
     -  Network requires continued use of collocation facility
     -  No pending requirement for administrative office space
     -  Property appears difficult to sub-divide into two separate facilities
     -  GCI option to rent administrative office space or to sell facility and
        lease back the collocation space on a long term basis
     -  Outstanding Keybank secured debt: $6.2M
     -  Current market value of facility: $6-7M

South Anchorage NOCC Facility
Purpose: Alaska Fiberstar NOCC and Collocation Space
Physical Address:  Diamond D Circle, Anchorage, Alaska
Size: Estimated 12,000 usable sf (gj)
Notes:

     -  Facility built for purpose
     -  Constructed 1998
     -  Network requires temporary use of collocation facility
     -  Office space is poorly laid out for administrative use
     -  Facility may appeal for a contractor
     -  GCI option to rent administrative office space or to sell facility with
        a short term (less than one year) lease back of the collocation space.
     -  Outstanding Keybank secured debt: $2.5M
     -  Current market value of facility: $2.5-$3.2M (gj)




<PAGE>
                          Exhibit A to Ninth Amendment

                         Form of Intercreditor Agreement
<PAGE>
              FORM OF COLLATERAL AGENT AND INTERCREDITOR AGREEMENT



         THIS COLLATERAL AGENT AND INTERCREDITOR AGREEMENT (as the same may from
time to time be amended, restated, supplemented or otherwise modified, the
"Collateral Agent Agreement") dated              is made by GCI HOLDINGS, INC.,
an Alaskan corporation ("Borrower"), GRANTORS signatory hereto, BANK OF AMERICA,
N.A., as Collateral Agent (the "Collateral Agent"), BANK OF AMERICA, N.A, as
Administrative Agent (in such capacity, the "Administrative Agent") for itself
and certain other lenders (collectively, the "Lenders") under both the
$200,000,000 Credit Agreement (as hereinafter defined) and the $50,000,000
Credit Agreement (as hereinafter defined), LENDERS party hereto, BANK OF
AMERICA, N.A, as Administrative Agent (the "Term Loan B Administrative Agent")
for itself and certain other lenders (collectively, the "Term Loan B Lenders")
under the Term Loan B Agreement (as hereinafter defined) and the TERM LOAN B
LENDERS party hereto.

                              W I T N E S S E T H :

         WHEREAS, the Borrower is a party to two Amended and Restated Credit
Agreements dated as of December 14, 1997, with the Lenders and the
Administrative Agent, one which provides for a revolving credit facility in the
amount of $200,000,000 (as the same may from time to time be amended, restated,
supplemented or otherwise modified, the "$200,000,000 Credit Agreement") and one
that provides for a term loan facility in the amount of $50,000,000 (as the same
may from time to time be amended, restated, supplemented or otherwise modified,
the "$50,000,000 Credit Agreement"; the $200,000,000 Credit Agreement and the
$50,000,000 Credit Agreement are herein collectively referred to as the "Credit
Agreement");

         WHEREAS, the Borrower is a party to the Term Loan Agreement dated as of
the date hereof (as the same may from time to time be amended, restated,
supplemented or otherwise modified, the "Term Loan B Agreement") with Borrower,
Bank of America, N.A. (in such capacity, the "Term Loan B Administrative Agent")
and the Term Loan B Lenders pursuant to which the Term Loan B Lenders have
agreed to make the Borrower a term loan in an aggregate principal amount not to
exceed $65,000,000;

         WHEREAS, it is the agreement of the parties that the rights of payment
and liens and security interests of the Term Loan B Lenders in the Collateral
(as hereinafter defined) are subject to and pari passu with the rights of the
Lenders; and the rights of payment and liens and security interests of the
Lenders in the Collateral are subject to and pari passu with the rights of the
Term Loan B Lenders


                                      A-1
<PAGE>
         WHEREAS, it is a requirement of the Credit Agreement and the Term Loan
B Agreement that upon the execution of the Term Loan B Agreement, the Grantors
(hereinafter defined), the Administrative Agent, the Lenders, the Term Loan B
Administrative Agent, the Term Loan B Lenders and Borrower execute and deliver
to the Collateral Agent, for the benefit of the Lenders and Term Loan B Lenders
this Collateral Agent Agreement in order to further define the rights and
obligations of the parties hereto;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Grantors, Administrative Agent, the
Lenders, the Term Loan B Administrative Agent, and the Term Loan B Lenders agree
with the Collateral Agent as follows:



                                    SECTION 1

                                  DEFINED TERMS

         As used in this Collateral Agent Agreement, capitalized terms shall
have the meanings set forth in the Credit Agreement. In addition the following
terms shall have the meanings set forth below:

         "Collateral" shall mean, collectively, all of the property in which the
Lenders or Term Loan B Lenders have a Lien pursuant to the Security Agreements.

         "Determining Lenders" shall mean any combination of the Lenders and
Term Loan B Lenders having at least 66-23% of the aggregate amount of the
Obligations and Term Loan B Obligations outstanding.

         "Distribution Date" shall mean each date established by the Collateral
Agent as a date for the distribution of amounts on deposit in the Collateral
Account, as defined in subsection 4.1.

         "Event of Default" shall mean the occurrence of an Event of Default as
that term is defined in both the Credit Agreement and the Term Loan B Agreement.

         "Grantor" shall mean each GCI Entity and any Person party to any Loan
Paper or Term Loan B Paper that grants a Lien on any Collateral.

         "Loan Papers" means the Notes; Interest Rate Hedge Agreements executed
among any GCI Entity and any Lender or Bank Affiliate; this Collateral Agent
Agreement, all Pledge Agreements; all Guaranties executed by any Person
guaranteeing payment of any portion of the Obligations; all Fee Letters; each
Assignment and Acceptance; all promissory notes evidencing any portion of the
Obligations; assignments, security agreements and pledge agreements granting any
interest in any of the Collateral; stock certificates and partnership agreements
constituting part of the Collateral; mortgages, deeds of trust, financing
statements, collateral assignments, and other documents and instruments granting
an interest in any portion of the Collateral, or related to the perfection
and/or the transfer thereof, all collateral assignments or other agreements
granting a Lien on any intercompany note; and all other documents, instruments,
agreements or


                                      A-2
<PAGE>
certificates executed or delivered by the Grantors or any other GCI Entity, as
security for Grantors' obligations under the Credit Agreement and the Loan
Papers, in connection with the loans to the Borrower or otherwise; as each such
document shall, with the consent of the Lenders pursuant to the terms of the
Credit Agreement, be amended, revised, renewed, extended, substituted or
replaced from time to time.

         "Obligations" means all present and future obligations, indebtedness
and liabilities, and all renewals and extensions of all or any part thereof, of
the Borrower and each other GCI Entity to Lenders and Administrative Agent
arising from, by virtue of, or pursuant to the Credit Agreement, any of the
other Loan Papers and any and all renewals and extensions thereof or any part
thereof, or future amendments thereto, all interest accruing on all or any part
thereof and reasonable attorneys' fees incurred by Lenders and Administrative
Agent for the administration, execution of waivers, amendments and consents, and
in connection with any restructuring, workouts or in the enforcement or the
collection of all or any part thereof, whether such obligations, indebtedness
and liabilities are direct, indirect, fixed, contingent, joint, several or joint
and several. Without limiting the generality of the foregoing, "Obligations"
includes all amounts which would be owed by the Borrower, each other GCI Entity
and any other Person (other than Administrative Agent or Lenders) to
Administrative Agent or Lenders under any Loan Paper, but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower, any other GCI
Entity or any other Person (including all such amounts which would become due or
would be secured but for the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding of the
Borrower, any other GCI Entity or any other Person under any Debtor Relief Law).

         "Proceeds" shall have the meaning assigned to it under the Uniform
Commercial of Texas and, in any event, shall include, but not be limited to, (i)
any and all proceeds of any insurance, indemnity, warranty or guaranty payable
to any Grantor from time to time with respect to any of the Collateral, (ii) any
and all payments (in any form whatsoever) made or due and payable to any Grantor
from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
governmental body, authority, bureau or agency (or any person acting under the
color of governmental authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with any of the Collateral.

         "Pro Rata" shall mean for any Person a fraction (a) the numerator of
which is the sum of the amount of unpaid (i) Obligations owing to such Person
and (ii) Term Loan B Obligations owing to such Person, and (b) the denominator
of which is the sum of the amount of unpaid (i) Obligations and (ii) Term Loan B
Obligations.

         "Security Agreements" means, collectively, the Term Loan B Loan Papers
and the Loan Papers.

         "Term Loan B Obligations" means, with respect to the Term Loan B
Agreement and all of the Term Loan B Papers, all present and future obligations,
indebtedness and liabilities, and all renewals and extensions of all or any part
thereof, of the Borrower and each other GCI Entity to lenders and administrative
agent under the Term Loan B Agreement arising from, by virtue of,


                                      A-3
<PAGE>
or pursuant to the Term Loan B Agreement, any of the other Term Loan B Papers
and any and all renewals and extensions thereof or any part thereof, or future
amendments thereto, all interest accruing on all or any part thereof and
reasonable attorneys' fees incurred by lenders and administrative agent
thereunder for the administration, execution of waivers, amendments and
consents, and in connection with any restructuring, workouts or in the
enforcement or the collection of all or any part thereof, whether such
obligations, indebtedness and liabilities are direct, indirect, fixed,
contingent, joint, several or joint and several. Without limiting the generality
of the foregoing, "Term Loan B Obligations" includes all amounts which would be
owed by the Borrower, each other GCI Entity and any other Person (other than
administrative agent or lenders thereunder) to the administrative agent or
lenders thereunder under any Term Loan B Paper, but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower, any other GCI
Entity or any other Person (including all such amounts which would become due or
would be secured but for the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding of the
Borrower, any other GCI Entity or any other Person under any Debtor Relief Law).

         "Term Loan B Papers" means "Loan Papers" as defined under the Term Loan
B Agreement, including without limitation, the Term Loan B Agreement, this
Collateral Agent Agreement, all promissory notes, fee letters, pledge
agreements, security agreements, mortgages, deeds of trust, assignments and
other documentation executed in connection with the Term Loan B Agreement from
time to time, all guarantees executed by any Person guaranteeing payment of any
portion of the Term Loan B Obligations, each assignment and acceptance; as each
such document shall be amended, revised, renewed, extended, substituted or
replaced from time to time.



                                    SECTION 2

                          AGREEMENT TO HOLD COLLATERAL

         In reliance upon, and subject to, the provisions of Section 7 of this
Collateral Agent Agreement, the Collateral Agent will hold the security interest
granted to it in the Collateral under each Security Agreement on behalf of and
for the ratable benefit of the Lenders and the Term Loan B Lenders on a pari
passu basis and on the terms and conditions set forth in this Collateral Agent
Agreement, notwithstanding the date, time, manner or order of the creation,
attachment or perfection of their respective Liens in any Collateral; or any
terms, covenants or conditions of the Credit Agreement, the Term Loan B
Agreement, or the Security Agreements, Debtor Relief Laws, the Uniform
Commercial Code or any other applicable law.


                                      A-4
<PAGE>
                                    SECTION 3

                       ACCELERATION OF SECURED OBLIGATIONS

         3.1 Exercise of Rights and Remedies. The Collateral Agent may exercise
the rights and remedies provided in this Collateral Agent Agreement and in the
Security Agreements. If Administrative Agent, the Term Loan B Administrative
Agent, and Collateral Agent are not the same Person, Administrative Agent and\or
the Term Loan B Administrative Agent (as the case may be) shall give the
Collateral Agent notice of an Event of Default under their respective
agreements.

         3.2 General Authority of the Collateral Agent over the Collateral. Each
Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full power and authority in the name of such
Grantor or in the Collateral Agent's own name, from time to time in the
Collateral Agent's discretion, so long as an Event of Default has occurred and
is continuing, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to carry out the
terms of this Collateral Agent Agreement and the Security Agreements and
accomplish the purposes hereof and thereof and, without limiting the generality
of the foregoing, each Grantor hereby gives the Collateral Agent the power and
rights on behalf of such Grantor given to the Administrative Agent, and the Term
Loan B Administrative Agent under any Security Agreements.

         3.3 Right to Initiate Judicial Proceedings. If an Event of Default has
occurred and is continuing, the Collateral Agent (i) shall have the right and
power to institute and maintain such suits and proceedings as it may deem
appropriate and permitted under any Security Agreements to protect and enforce
the rights vested in it by this Collateral Agent Agreement and each Security
Agreement and (ii) may either after entry, or without entry, proceed by suit or
suits at law or in equity to enforce such rights and to foreclose upon the
Collateral and to sell all or, from time to time, any of the Collateral under
the judgment or decree of a court of competent jurisdiction, all in accordance
with the Security Agreements.

         3.4 Right to Appoint a Receiver. If an Event of Default has occurred
and is continuing, the Collateral Agent shall, to the extent permitted by law
and in accordance with the Security Agreements, without notice to any Grantor or
any party claiming through any Grantor, except as provided in the Security
Agreements, without regard to the solvency or insolvency at the time of any
Person then liable for the payment of any of the Obligations or the Term Loan B
Obligations, without regard to the then value of the Collateral, and without
requiring any bond from any complainant in such proceedings, be entitled as a
matter of right to the appointment of a receiver or receivers (who may be the
Collateral Agent) of the Collateral, or any part thereof, and of the rents,
issues, tolls, profits, royalties, revenues and other income thereof, pending
such proceedings, with such powers as the court making such appointment shall
confer, and to the entry of an order directing that the rents, issues, tolls,
profits, royalties, revenues and other income of the property constituting the
whole or any part of the Collateral be segregated, sequestered and impounded for
the benefit of the Collateral Agent, the Lenders and the Term Loan B Lenders,
and each Grantor irrevocably consents to the appointments of such receiver or
receivers and to the entry of such order; provided that, notwithstanding the
appointment of any


                                      A-5
<PAGE>
receiver, the Collateral Agent shall be entitled to retain possession and
control of all cash held by or deposited with it pursuant to this Collateral
Agent Agreement or any Security Agreement.

         3.5 Remedies Not Exclusive. (a) No remedy conferred upon or reserved to
the Collateral Agent herein or to the Administrative Agent or the Term Loan B
Administrative Agent in the Security Agreements is intended to be exclusive of
any other remedy or remedies, but every such remedy shall be cumulative and
shall be in addition to every other remedy conferred herein or in any Security
Agreement or now or hereafter existing at law or in equity or by statute.

         (b) No delay or omission by the Collateral Agent, any Lender or any
Term Loan B Lender to exercise any right, remedy or power hereunder or under any
Security Agreement shall impair any such right, remedy or power or shall be
construed to be a waiver thereof, and every right, power and remedy given by
this Collateral Agent Agreement or any Security Agreement to the Collateral
Agent, the Lenders or the Term Loan B Lenders may be exercised from time to time
and as often as may be deemed expedient by the Collateral Agent.

         (c) If the Collateral Agent shall have proceeded to enforce any right,
remedy or power under this Collateral Agent Agreement or any Security Agreement
and the proceeding for the enforcement thereof shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then Grantors, the Collateral Agent, the Term Loan B Lenders
and Lenders shall, subject to any determination in such proceeding, severally
and respectively be restored to their former positions and rights hereunder or
thereunder with respect to the Collateral and in all other respects, and
thereafter all rights, remedies and powers of the Collateral Agent shall
continue as though no such proceeding had been taken.

         (d) All rights of action and of asserting claims upon or under this
Collateral Agent Agreement and the Security Agreements may be enforced by the
Collateral Agent without the possession of any Security Agreement or instrument
evidencing any Obligations or Term Loan B Obligations or the production thereof
at any trial or other proceeding relative thereto, and any suit or proceeding
instituted by the Collateral Agent shall be brought in its name as Collateral
Agent and any recovery of judgment shall be held as part of the Collateral on
behalf of and for the ratable benefit of the Lenders and Term Loan B Lenders.

         3.6 Waiver and Estoppel. (a) Each Grantor agrees, to the extent it may
lawfully do so, that it will not at any time in any manner whatsoever claim or
take the benefit or advantage of, any appraisement, valuation, stay, extension,
moratorium, turnover or redemption law, or any law permitting it to direct the
order in which the Collateral shall be sold, now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance or
enforcement of this Collateral Agent Agreement or any Security Agreement and
hereby waives all benefit or advantage of all such laws and covenants that it
will not hinder, delay or impede the execution of any power granted to the
Collateral Agent in this Collateral Agent Agreement or any Security Agreement
but will suffer and permit the execution of every such power as though no such
law were in force.

         (b) Each Grantor, to the extent it may lawfully do so, on behalf of
itself and all who may claim through or under it, including without limitation
any and all subsequent creditors, vendees, assignees and lienors, waives and
releases all rights to demand or to have any


                                      A-6
<PAGE>
marshalling of the Collateral upon any sale, whether made under any power of
sale granted herein or in any Security Agreement or pursuant to judicial
proceedings or upon any foreclosure or any enforcement of this Collateral Agent
Agreement or any Security Agreement and consents and agrees that all the
Collateral may at any such sale be offered and sold as an entirety.

         (c) Each Grantor waives to the extent permitted by applicable law,
presentment, demand, protest and any notice of any kind (except notices
explicitly required hereunder or under any Security Agreement) in connection
with this Collateral Agent Agreement and the Security Agreements and any action
taken by the Collateral Agent with respect to the Collateral.

         3.7 Limitation on Collateral Agent's Duty in Respect of Collateral.
Beyond its duties as to the custody thereof expressly provided herein or in any
Security Agreement and to account to the Lenders and Term Loan B Lenders for
moneys and other property received by it hereunder or under any Security
Agreement, the Collateral Agent shall not have any duty to any Grantor, the Term
Loan B Lenders or to the Lenders as to any Collateral in its possession or
control or in the possession or control of any of its agents or nominees, or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto.

         3.8 Limitation by Law. All rights, remedies and powers provided herein
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law, and all the provisions hereof are intended to
be subject to all applicable mandatory provisions of law which may be
controlling and to be limited to the extent necessary so that they will not
render this Collateral Agent Agreement or any Security Agreement invalid,
unenforceable in whole or in part or not entitled to be recorded, registered or
filed under the provisions of any applicable law.



                                    SECTION 4

                        COLLATERAL ACCOUNT; DISTRIBUTIONS

         4.1 The Collateral Account. Notwithstanding anything contained in the
Credit Agreement or the Term Loan B Agreement, all mandatory prepayments (and
any corresponding mandatory commitment reductions) required by Sections
2.04(b)(ii),(iii),(iv), (v), and(vi) and 2.05(b)(i), (ii), (iii), (iv), and (v)
of each of the Credit Agreements and of the Term Loan B Agreement, shall be
delivered to the Collateral Agent, for distribution in accordance with Section
4.4 hereof, and each of the Credit Agreements and the Term Loan B Agreement
shall be amended to provide therefor. Furthermore, notwithstanding anything
contained in any Security Agreement, each Security Agreement that requires
moneys to be delivered to the Administrative Agent or the Term Loan B
Administrative Agent shall be amended by this Collateral Agent Agreement to
require that such moneys be delivered to the Collateral Agent. All moneys which
are required by this Collateral Agent Agreement or any Security Agreement to be
delivered to the Collateral Agent or which are received by the Collateral Agent
or any agent or nominee of the Collateral Agent, the Administrative Agent, the
Term Loan B Administrative Agent, or any Lender or Term Loan B Lender in respect
of the Collateral shall be deposited in an account


                                      A-7
<PAGE>
established at an office of the Collateral Agent (the "Collateral Account") and
held by the Collateral Agent and applied in accordance with the terms of this
Collateral Agent Agreement.

         4.2 Control of Collateral Account. Subject to the terms of this
Collateral Agent Agreement, all right, title and interest in and to the
Collateral Account shall vest in the Collateral Agent and the Collateral Account
shall be subject to the exclusive dominion and control of the Collateral Agent.

         4.3 Investment of Funds Deposited in Collateral Account. The Collateral
Agent shall use reasonable efforts to invest and reinvest moneys on deposit in
the Collateral Account at any time in:

                  (i) marketable obligations of the United States having a
         maturity of not more than six months from the date of acquisition;

                  (ii) marketable obligations directly and fully guaranteed by
         the United States having a maturity of not more than one year from the
         date of acquisition;

                  (iii) bankers' acceptances and certificates of deposit and
         other interest-bearing obligations issued by the Collateral Agent or
         any bank organized under the Laws of the United States or any state
         thereof with capital, surplus and undivided profits aggregating at
         least $100,000,000, in each case having a maturity of not more than six
         months from the date of acquisition;

                  (iv) repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clauses (i),
         (ii) and (iii) entered into with the Collateral Agent or any bank
         meeting the qualifications specified in clause (iii) above; and

                  (v) commercial paper rated at least A-1 or the equivalent
         thereof by Standard & Poor's Corporation or P-1 or the equivalent
         thereof by Moody's Investors Service, Inc. and maturing within three
         months after the date of acquisition.

All such investments and the interest and income received thereon and the net
proceeds realized on the sale or redemption thereof shall be held in the
Collateral Account as part of the Collateral. The Collateral Agent shall not be
liable for any investment, for any failure to invest hereunder, or for any
performance of any such investment or any loss or penalty resulting therefrom.

         4.4 Application of Moneys. (a) The Collateral Agent shall have the
right at any time to apply moneys held by it in the Collateral Account to the
payment of due and unpaid fees and expenses owing to it hereunder. All remaining
moneys held by the Collateral Agent in the Collateral Account or received by the
Collateral Agent shall, to the extent available for distribution (it being
understood that the Collateral Agent may liquidate investments prior to maturity
in order to make a distribution pursuant to this subsection 4.4), be distributed
by the Collateral Agent on each Distribution Date in the following order of
priority:

                  First: to the Collateral Agent for any unpaid expenses owing
         to it and then to the Administrative Agent, the Term Loan B
         Administrative Agent, any Term Loan B Lender


                                      A-8
<PAGE>
         and any Lender which has theretofore advanced or paid any such fees and
         expenses constituting administrative expenses allowable under Section
         503(b) of the Bankruptcy Code of 1978, pro rata an amount equal to the
         amount thereof so advanced or paid by such Term Loan B Lender or Lender
         and for which such Term Loan B Lender or Lender has not been reimbursed
         prior to such Distribution Date;

                  Second: to any Term Loan B Lender and any Lender which has
         theretofore advanced or paid any expenses of the Collateral Agent other
         than such administrative expenses, pro rata an amount equal to the
         amount thereof so advanced or paid by such Term Loan B Lender or Lender
         and for which such Term Loan B Lender or Lender has not been reimbursed
         prior to such Distribution Date;

                  Third: to the Term Loan B Administrative Agent on behalf of
         the Term Loan B Lenders and to the Administrative Agent on behalf of
         Lenders, Pro Rata in an amount equal to the unpaid principal or face
         amount of the Obligations and Term Loan B Obligations, unpaid interest
         on and fees, charges, expenses or other amounts payable, if any, in
         respect of, the Obligations and Term Loan B Obligations, whether or not
         then due and owing, including without limitation the costs and expenses
         of the Term Loan B Lenders and Lenders and their representatives which
         are due and owing under the relative Security Agreements and which
         constitute the Obligations and Term Loan B Obligations as of the
         Distribution Date;

                  Fourth: to the Term Loan B Administrative Agent on behalf of
         the Term Loan B Lenders and to the Administrative Agent on behalf of
         Lenders, Pro Rata amounts equal to all other sums which constitute the
         Obligations and Term Loan B Obligations, and

                  Fifth: any surplus then remaining shall be paid to Grantors or
         their respective successors or assigns or to whomsoever may be lawfully
         entitled to receive the same or as a court of competent jurisdiction
         may direct.

         (b) The term "unpaid" as used in clause Third of subsection 4.4(a)
refers:

                  (i) in the absence of a bankruptcy proceeding with respect to
         any Grantor, to all amounts of the Obligations and the Term Loan B
         Obligations outstanding as of a Distribution Date, and

                  (ii) during the pendency of a bankruptcy proceeding with
         respect to any Grantor, to all amounts allowed by the bankruptcy court
         in respect of the Obligations and the Term Loan B Obligations as a
         basis for distribution (including estimated amounts, if any, allowed in
         respect of contingent claims), to the extent that prior distributions
         have not been made in respect thereof.

         (c) The Collateral Agent shall make all payments and distributions
under this subsection 4.4 on account of the Obligations to the Administrative
Agent for redistribution in accordance with the provisions of the $50,000,000
Credit Agreement and the $200,000,00 Credit Agreement and on account of the Term
Loan B Obligations to the Term Loan B Administrative Agent for redistribution in
accordance with the provisions of the Term Loan B Agreement.


                                      A-9
<PAGE>
         4.5 Collateral Agent's Calculations. In making the determinations and
allocations required by subsection 4.4, the Collateral Agent may rely upon
information supplied by the Administrative Agent as to the amounts payable with
respect to the Obligations and by Term Loan B Administrative Agent as to amounts
payable with respect to the Term Loan B Obligations, and the Collateral Agent
shall have no liability to any of the Lenders or Term Loan B Lenders for actions
taken in reliance on such information. All distributions made by the Collateral
Agent pursuant to subsection 4.4 shall be (subject to any decree of any court of
competent jurisdiction) final, and the Collateral Agent shall have no duty to
inquire as to the application by the Administrative Agent or the Term Loan B
Administrative Agent of any amounts distributed to them.



                                    SECTION 5

                        AGREEMENTS WITH COLLATERAL AGENT

         5.1 Delivery of Security Agreements. Each of the Administrative Agent
and the Term Loan B Administrative Agent has delivered to the Collateral Agent
true and complete copies of all Security Agreements as in effect on the date
hereof. Each of the Administrative Agent and the Term Loan B Administrative
Agent shall deliver to the Collateral Agent, promptly upon the execution
thereof, a true and complete copy of all amendments, modifications or
supplements to any Security Agreement entered into after the date hereof.

         5.2 Certain Information. In the event Administrative Agent, the Term
Loan B Administrative Agent, and the Collateral Agent are not the same Person,
the Administrative Agent and\or the Term Loan B Administrative Agent, as the
case may be, shall deliver to the Collateral Agent, between May 1 and May 15 and
between November 1 and November 15 in each year, and from time to time upon
request of the Collateral Agent, a list setting forth as of a date not more than
10 days prior to the date of such delivery, the aggregate unpaid principal and
interest on the Obligations and the Term Loan B Obligations, as the case may be,
outstanding and the name and address of the Administrative Agent and the name
and address of each holder thereof. In addition, each of the Administrative
Agent and the Term Loan B Administrative Agent will promptly notify the
Collateral Agent of each of their respective changes in the identity.

         5.3 Compensation and Expenses. The Borrower agrees to pay to the
Collateral Agent, from time to time upon demand, all of the costs and expenses
of the Collateral Agent (including, without limitation, the reasonable fees and
disbursements of its counsel and such special counsel as the Collateral Agent
elects to retain) which arise in addition to the fees, costs and expenses of
Administrative Agent, the Term Loan B Administrative Agent, or any Lender under
the Credit Agreement or any Term Loan B Lender under the Term Loan B Agreement,
(A) arising in connection with the preparation, execution, delivery,
modification, and termination of this Collateral Agent Agreement, the Credit
Agreement, and Term Loan B Agreement and each Security Agreement or the
enforcement of any of the provisions hereof or thereof, (B) incurred or required
to be advanced in connection with the administration of the Collateral, the sale
or other disposition of Collateral pursuant to any Security Agreement and the
preservation,


                                      A-10
<PAGE>
protection or defense of the Collateral Agent's rights under this Collateral
Agent Agreement, the Credit Agreement, and Term Loan B Agreement and the
Security Agreements and in and to the Collateral or (C) incurred by the
Collateral Agent in connection with the resignation of the Collateral Agent
pursuant to subsection 7.6. The obligations of Borrower under this subsection
5.3 shall survive the termination of the other provisions of this Collateral
Agent Agreement.

         5.4 Stamp and Other Similar Taxes. Borrower agrees to indemnify and
hold harmless the Collateral Agent, the Administrative Agent, the Term Loan B
Administrative Agent, each Lender and each Term Loan B Lender from any present
or future claim for liability for any stamp or any other similar tax and any
penalties or interest with respect thereto, which may be assessed, levied or
collected by any jurisdiction in connection with this Collateral Agent
Agreement, the Credit Agreement, any Security Agreement, or any Collateral, to
the extent permitted by law. The obligations of each Borrower under this
subsection 5.4 shall survive the termination of the other provisions of this
Collateral Agent Agreement.

         5.5 Filing Fees, Excise Taxes, Etc. Borrower agrees to pay or to
reimburse the Collateral Agent for any and all payments made by the Collateral
Agent in respect of all search, filing, recording and registration fees, taxes,
excise taxes and other similar imposts which may be payable or determined to be
payable in respect to the execution and delivery of this Collateral Agent
Agreement and each Security Agreement. The obligations of Borrower under this
subsection 5.5 shall survive the termination of the other provisions of this
Collateral Agent Agreement.

         5.6 Indemnification Borrower agrees to indemnify, and hold the
Collateral Agent, Administrative Agent, the Term Loan B Administrative Agent,
the Lenders and the Term Loan B Lenders harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including, without limitation, the reasonable fees and expenses
of counsel) and disbursements of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against them of any of their
representatives, directors, officers, employees, or agents in any way relating
to or arising out of any of this Collateral Agent Agreement, the Credit
Agreement, Term Loan B Agreement, the Security Agreements or any documents
contemplated by or referred to herein or therein (including in connection with
or as a result of, in whole or in part, the negligence of any of the Collateral
Agent, Administrative Agent, the Term Loan B Administrative Agent, the Lenders
and the Term Loan B Lenders), any transaction related hereto or thereto, or any
act, omission or transaction of any Grantor or any of their representatives,
directors, officers, employees, or other agents, to the extent that any of the
same results, directly or indirectly, from any claims made or actions, suits or
proceedings commenced by or on behalf of any person or entity, other than the
Collateral Agent, Administrative Agent, the Term Loan B Administrative Agent,
the Lenders or the Term Loan B Lenders. In any suit, proceeding or action
brought by the Collateral Agent under or with respect to any contract,
agreement, interest or obligation constituting part of the Collateral for any
sum owing thereunder, or to enforce any provisions thereof, Borrower will save,
indemnify and keep the Collateral Agent, Administrative Agent, the Term Loan B
Administrative Agent, the Lenders and the Term Loan B Lenders or any of their
representatives, directors, officers, employees or agents harmless from and
against all expense, loss or damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction of liability whatsoever of the obligor
thereunder (including in connection with or as a result of, in whole or in part,
the negligence of


                                      A-11
<PAGE>
any of the Collateral Agent, Administrative Agent, the Term Loan B
Administrative Agent, the Lenders and the Term Loan B Lenders), arising out of a
breach by any Grantor of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such
obligor or its successors from such Grantor, and all such obligations of
Grantors shall be and remain enforceable against and only against such Grantor
and shall not be enforceable against the Collateral Agent, the Administrative
Agent, the Term Loan B Administrative Agent, any Lender, any Term Loan B Lender,
or any of their representatives, directors, officers, employees or agents. The
agreements in this subsection 5.6 shall survive the payment of the Obligations,
the Term Loan B Obligations and termination of the other provisions of this
Collateral Agent Agreement. The Collateral Agent, Administrative Agent, the Term
Loan B Administrative Agent, the Lenders or the Term Loan B Lenders shall not be
so indemnified and held harmless for any losses or damages, which are finally
determined by a court of competent jurisdiction, were caused by the indemnified
party's willful misconduct or gross negligence.

         5.7 Collateral Agent's Lien. Notwithstanding anything to the contrary
in this Collateral Agent Agreement, as security for the payment of the expenses
of the Collateral Agent hereunder (i) the Collateral Agent is hereby granted a
first and prior Lien by each Grantor, the Lenders and the Term Loan B Lenders
upon all Collateral and (ii) the Collateral Agent shall have the right to use
and apply any of the funds held by the Collateral Agent in the Collateral
Account to cover such expenses.

         5.8 Further Assurances. At any time and from time to time, upon the
request of the Collateral Agent, and at the expense of the Grantors, to the
extent required under any Security Agreements, the Grantors will promptly
execute and deliver any and all such further instruments and documents and take
such further action as is necessary or reasonably requested further to perfect,
or to protect the perfection of, the Liens and security interests granted under
the Security Agreements, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code in effect
in any such jurisdiction. Each Grantor also hereby authorizes the Collateral
Agent to sign and to file any such financing or continuation statements without
the signature of such Grantor to the extent permitted by applicable law.

         5.9 Additional Collateral. To the extent required under any Security
Agreements, each Grantor shall promptly notify the Collateral Agent of any new
Collateral and shall forthwith pledge, mortgage and hypothecate its leasehold
interest in and to such Collateral to the Collateral Agent pursuant to the terms
and provisions of this Collateral Agent Agreement. It is expressly understood,
however that in no event shall Term Loan B Administrative Agent or any Term Loan
B Lender be entitled to a grant of a lien, security interest, pledge or other
encumbrance in any Collateral in which the Collateral Agent is not granted a
lien, security interest, pledge or other encumbrance that is pari passu with the
Administrative Agent's or the Lenders' Lien.


                                      A-12
<PAGE>
                                    SECTION 6

               POSSESSION AND USE OF COLLATERAL; PARTIAL RELEASES

         6.1 Use of Collateral. The rights of the Grantors in and to the
Collateral are set forth in the Credit Agreement, Term Loan B Agreement and the
Security Agreements.

         6.2 Releases. Releases and dispositions of Collateral (other than
sales, releases and dispositions of Collateral which are permitted by the terms
and provisions of the Credit Agreement, the Term Loan B Agreement and the
Security Agreements) may be made by the Collateral Agent, only at the direction
of the Determining Lenders. Sales, releases or other dispositions of Collateral
which are permitted by the terms and provisions of the Credit Agreement, Term
Loan B Agreement and the Security Agreements shall not require any written or
oral authorization or consent of the Collateral Agent, Lenders or Term Loan B
Lenders, and sales or other dispositions of Collateral which are pursuant to the
exercise of remedies hereunder or under any Security Agreement shall not require
any written or oral authorization or consent of the Lenders or Term Loan B
Lenders. It shall not be necessary for any Lender or Term Loan B Lender to sign
such release. Such request shall be in writing, shall describe the property to
be released in reasonable detail, and, shall state that such release is or will
be in accordance with the Credit Agreement, the Term Loan B Agreement and the
Security Agreements. The Collateral Agent shall send a copy of all releases to
the Term Loan B Administrative Agent and the Administrative Agent.



                                    SECTION 7

                              THE COLLATERAL AGENT

         7.1 Appointment. Each Term Loan B Lender and each Lender irrevocably
designates and appoints Bank of America, N.A. as the Collateral Agent of such
Lender and such Term Loan B Lender under this Collateral Agent Agreement and the
Security Agreements and each such Term Loan B Lender and each such Lender
irrevocably authorizes Bank of America, N.A. as the Collateral Agent for such
Lender and Term Loan B Lender, to take such action on such Lender's and such
Term Loan B Lender's behalf under the provisions of this Collateral Agent
Agreement and the Security Agreements and to exercise such powers and perform
such duties as are expressly delegated to the Collateral Agent and/or the
Administrative Agent, the Term Loan B Administrative Agent, the Lenders and the
Term Loan B Lenders by the terms hereof and thereof, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary in this Collateral Agent Agreement and the Security Agreements, the
Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth in this Collateral Agent Agreement and the Security
Agreements, or any fiduciary relationship with any Lender or Term Loan B Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Collateral Agent Agreement and the Security
Agreements or otherwise exist against the Collateral Agent. Furthermore,
notwithstanding any provision to the contrary in this Collateral Agent Agreement
or any Security Agreement, the Collateral Agent is not an agent of Borrower, the
Grantors, any Lender, the


                                      A-13
<PAGE>
Administrative Agent or any Term Loan B Lender, the Term Loan B Administrative
Agent and shall have no liability to such parties for any of its acts or
omissions under this Collateral Agent Agreement, or any of the Security
Agreements or for creating, perfecting, preserving or continuing any lien,
security interest or pledge on any of the Collateral.

         7.2 Exculpatory Provisions. (a) The Collateral Agent shall not be
responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties herein, all of which are made solely
by the Grantors or Borrower, as the case may be. The Collateral Agent makes no
representations as to the value or condition of the Collateral or any part
thereof, or as to the title of any Grantor thereto or as to the security
afforded by this Collateral Agent Agreement or any Security Agreement, or as to
the validity, execution, enforceability, legality or sufficiency of this
Collateral Agent Agreement, the Security Agreements, the Obligations or the Term
Loan B Obligations, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. The Collateral Agent shall not be
responsible for insuring the Collateral or for the payment of taxes, charges or
assessments or discharging of Liens upon the Collateral or otherwise as to the
maintenance of the Collateral.

         (b) The Collateral Agent shall not be required to ascertain or inquire
as to the performance by any Grantor of any of the covenants or agreements
contained herein or in any Security Agreement. Whenever it is necessary, or in
the opinion of the Collateral Agent advisable, for the Collateral Agent to
ascertain the amount of the Obligations or the Term Loan B Obligations, then
held by the Lenders or Term Loan B Lenders, as the case may be, the Collateral
Agent may rely on a certificate of Administrative Agent, in the case of the
Obligations, or of the Term Loan B Administrative Agent, in the case of the Term
Loan B Obligations and, if the Administrative Agent or the Term Loan B
Administrative Agent shall not give such information to the Collateral Agent,
they shall not be entitled to receive distributions hereunder (in which case
distributions to those Persons who have supplied such information to the
Collateral Agent shall be calculated by the Collateral Agent using, for those
Persons who have not supplied such information, the list then most recently
delivered by the Company pursuant to subsection 5.2).

         (c) The Collateral Agent shall be under no obligation or duty to take
any action under this Collateral Agent Agreement or any Security Agreement if
taking such action (i) would subject the Collateral Agent to a tax in any
jurisdiction where it is not then subject to a tax or (ii) would require the
Collateral Agent to qualify to do business in any jurisdiction where it is not
then so qualified, unless the Collateral Agent receives security or indemnity
satisfactory to it against such tax (or equivalent liability), or any liability
resulting from such qualification, in each case as results from the taking of
such action under this Collateral Agent Agreement or any Security Agreement.

         (d) Notwithstanding any other provision of this Collateral Agent
Agreement, the Collateral Agent shall not be liable for any action taken or
omitted to be taken by it in accordance with this Collateral Agent Agreement or
the Security Agreements.


                                      A-14
<PAGE>
         (e) The Collateral Agent shall have the same rights with respect to any
Obligation or Term Loan B Obligation held by it as any other Secured Party and
may exercise such rights as though it were not the Collateral Agent hereunder,
and may accept deposits from, lend money to, and generally engage in any kind of
business with Grantors as if it were not the Collateral Agent.

         7.3 Delegation of Duties. The Collateral Agent may execute any of the
powers hereof and perform any duty hereunder either directly or by or through
agents or attorneys-in-fact. The Collateral Agent shall be entitled to advice of
counsel concerning all matters pertaining to such powers and duties. The
Collateral Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it.

         7.4 Reliance by Collateral Agent. (a) The Collateral Agent may consult
with counsel, and any advice or statements of legal counsel (including, without
limitation, counsel to the Grantors) shall be full and complete authorization
and protection in respect of any action taken or suffered by it hereunder or
under any Security Agreement in accordance therewith.

         (b) The Collateral Agent may conclusively rely, and shall be fully
protected in acting, upon any resolution, statement, certificate, instrument,
opinion, report, notice, request, consent, order, bond or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties or, in the case of cables, telecopies and telexes,
to have been sent by the proper party or parties. The Collateral Agent may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Collateral Agent and conforming to the requirements of this Collateral Agent
Agreement.

         (c) The Collateral Agent shall not be under any obligation to exercise
any of the rights or powers vested in the Collateral Agent by this Collateral
Agent Agreement and the Security Agreements, at the request or direction of the
Administrative Agent, the Term Loan B Administrative Agent, the Lenders or Term
Loan B Lenders pursuant to this Collateral Agent Agreement, or otherwise, unless
the Collateral Agent shall have been provided security and indemnity to its
satisfaction against the fees, costs, expenses and liabilities which may be
incurred by it, including such reasonable advances as may be requested by the
Collateral Agent.

         7.5 Limitations on Duties of Collateral Agent. (a) The Collateral Agent
shall be obligated to perform such duties and only such duties as are
specifically set forth in this Collateral Agent Agreement and the Security
Agreements, and no implied covenants or obligations shall be read into this
Collateral Agent Agreement or any Security Agreement against the Collateral
Agent. The Collateral Agent may exercise the rights and powers vested in it by
this Collateral Agent Agreement and the Security Agreements, and shall not be
liable with respect to any action taken by it, or omitted to be taken by it.

         (b) The Collateral Agent shall not be under any obligation to take any
action, which is discretionary with the Collateral Agent under the provisions
hereto, or of any Security Agreement except upon the written request of the
Determining Lenders.


                                      A-15
<PAGE>
         7.6 Resignation of the Collateral Agent. Should the Collateral Agent
ever cease to be a Lender or a Term Loan B Lender, or should the Collateral
Agent ever resign as the Collateral Agent, or should the Collateral Agent ever
be removed with cause by unanimous action of all Lenders and Term Loan B Lenders
(other than the Lender then acting as the Collateral Agent), then the Lender
appointed by the other Lenders and Term Loan B Lenders shall forthwith become
the Collateral Agent, and each Grantor and the Lenders and Term Loan B Lenders
shall execute such documents as any Lender or Term Loan B Lender may reasonably
request to reflect such change. Any resignation or removal of the Collateral
Agent shall become effective upon the appointment by the Lenders and Term Loan B
Lenders of a successor Collateral Agent; provided, however, that if the Lenders
and Term Loan B Lenders fail for any reason to appoint a successor within 60
days after such removal or resignation, Collateral Agent shall thereafter have
no obligation to act as Collateral Agent hereunder.

         7.7 Status of Successor. Every successor Collateral Agent appointed
pursuant to subsection 7.6 shall be a bank or trust company in good standing and
having power to act as Collateral Agent hereunder, incorporated under the laws
of the United States of America or any State thereof or the District of
Columbia.

         7.8 Merger of the Collateral Agent. Any corporation into which the
Collateral Agent may be merged, or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Collateral
Agent shall be a party, shall be Collateral Agent under this Collateral Agent
Agreement and the Security Agreements without the execution or filing of any
paper or any further act on the part of the parties hereto.

         7.9 Treatment of Payee or Endorsee by Collateral Agent; Representatives
of Lenders and Term Loan B Lenders. The Collateral Agent may treat the
registered holder or, if none, the payee or endorsee of any promissory note or
debenture evidencing the Obligations or the Term Loan B Obligations as the
absolute owner thereof for all purposes and shall not be affected by any notice
to the contrary, whether such promissory note or debenture shall be past due or
not.

         7.10 Non-Reliance on Collateral Agent. Each of the Administrative
Agent, the Term Loan B Administrative Agent, and each Lender and Term Loan B
Lender expressly acknowledge that neither the Collateral Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any representations or warranties to them and that no act by the Collateral
Agent hereinafter taken, including any review of the affairs of the Borrower,
shall be deemed to constitute any representation or warranty by the Collateral
Agent to any Lender or Term Loan B Lender. Each Lender and Term Loan B Lender
represents to the Collateral Agent that such Lender or Term Loan B Lender
independently and without reliance upon the Collateral Agent, and based on such
documents and information as they have deemed or will deem appropriate, has made
and will make its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Borrower and has made and will make their own decision to extend credit to the
Borrower. Each Lender and Term Loan B Lender also represent that they will,
independently and without reliance upon the Collateral Agent, and based on such
documents and information as they shall deem appropriate at the time continue to
make their own creditor analysis, appraisals and decisions in taking or not
taking action under the Collateral Agent Agreement, and to make such
investigation as they deem necessary to inform themselves as to the business,
operations,


                                      A-16
<PAGE>
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders and Term Loan B Lenders by the Collateral Agent
hereunder, the Collateral Agent shall not have any duty or responsibility to
provide any Lender or Term Loan B Lender with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of the Borrower which may come into its possession or the
possession of any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates. Each Lender and Term Loan B Lender acknowledge
that the Collateral Agent and its affiliates may exercise all contractual and
legal rights and remedies which may exist from time to time with respect to
other existing and future relationships with Grantors without any duty to
account therefor to such Lender or Term Loan B Lender.

         7.11 Indemnification. Each of the Administrative Agent, the Term Loan B
Administrative Agent, the Lenders and the Term Loan B Lenders agree to indemnify
the Collateral Agent (in its capacity as such), without limiting the obligation
of each Grantor to do so, ratably according to the respective principal amounts
of the Obligations and Term Loan B Obligations held by the Lenders and Term Loan
B Lenders at the date of any claim by the Collateral Agent for indemnity under
this subsection, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including,
without limitation, the reasonable fees and expenses of counsel) or
disbursements of any kind whatsoever which may at any time be imposed on,
incurred by or asserted against the Collateral Agent in any way relating to or
arising out of this Collateral Agent Agreement, the Credit Agreement, Term Loan
B Agreement, the Security Agreements, or any documents contemplated hereby or
thereby or referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by the Collateral Agent hereunder or
thereunder or in connection therewith, including any negligence of the
Collateral Agent, but excluding any acts or omissions of the Collateral Agent
finally determined by a court of competent jurisdiction to as a result of the
Collateral Agent's gross negligence or willful misconduct. The Lenders and Term
Loan B Lenders agree to reimburse the Collateral Agent (to the extent not
reimbursed by the Grantors), Pro Rata, promptly upon demand for any
out-of-pocket expenses (including attorneys' fees) incurred by the Collateral
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment, or enforcement (whether through legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Collateral Agent Agreement, the Credit Agreement, the Term Loan B
Agreement, the Security Agreements, or any other documents contemplated hereby
or thereby. The agreements in this subsection 7.11 shall survive the payment of
the Obligations, the Term Loan B Obligations and the termination of the other
provisions of this Collateral Agent Agreement.


                                    SECTION 8

                              PARI PASSU PROVISIONS

         8.1 Agreement. Notwithstanding anything contained in the Term Loan B
Agreement, the Credit Agreement or any Security Agreement to the contrary, the
terms and provisions of this Section 8 shall control. The Term Loan B Lenders,
the Term Loan B Administrative Agent, Grantors, the Lenders and Administrative
Agent agree that any security interests, Liens, pledges


                                      A-17
<PAGE>
of stock, or other encumbrances on behalf of and for the ratable benefit of the
Term Loan B Lenders securing the Term Loan B Obligations, are and shall be
subject to and pari passu with the security interests, Liens, pledges of stock
or other encumbrances of the Administrative Agent on behalf of and for the
ratable benefit of the Lenders securing payment of the Obligations. The Term
Loan B Lenders, the Term Loan B Administrative Agent, Grantors, the Lenders and
Administrative Agent agree that any and all of the Term Loan B Administrative
Agent's rights and remedies with respect to the Collateral shall remain subject
to and pari passu with the rights and remedies of the Administrative Agent with
respect thereto. In the event that Grantors, the Administrative Agent, the Term
Loan B Administrative Agent, any Lender, or any Term Loan B Lender at any time
obtains possession of any of the Collateral, it shall promptly deliver such
Collateral to the Collateral Agent, unless precluded by law or judicial order.

         8.2 Authority of Collateral Agent. Grantors, each Lender, the
Administrative Agent, the Term Loan B Administrative Agent, and each Term Loan B
Lender agree as follows:

         (a) Each of the Lenders, Term Loan B Lenders, the Administrative Agent,
the Term Loan B Administrative Agent, and Borrower hereby irrevocably
constitutes and appoints the Collateral Agent and any officer or agent thereof
until such time as this Collateral Agent Agreement terminates pursuant to
subsection 9.9, with full power of substitution, as its true and lawful
attorney-in-fact with full power and authority in the name of each Grantor, such
Lender, the Administrative Agent, the Term Loan B Administrative Agent, or such
Term Loan B Lender or in the Collateral Agent's own name, from time to time in
the Collateral Agent's discretion, to take any and all appropriate action
permitted hereunder and under the Security Agreements and to execute any and all
documents and instruments which may be necessary or desirable to carry out the
terms of this Collateral Agent Agreement and the Security Agreements and
accomplish the purposes hereof and thereof and, without limiting the generality
of the foregoing, each of the Lenders, the Term Loan B Lenders, the Borrower,
the Administrative Agent, and the Term Loan B Administrative Agent hereby gives
the Collateral Agent the power and rights on behalf of each of the Lenders, the
Administrative Agent, the Term Loan B Lenders and the Term Loan B Administrative
Agent, without notice to or further assent of any of such parties to do the
following:

                  (i) to ask for, demand, sue for, collect, receive and give
         acquittance for any and all moneys due or to become due upon, or in
         connection with, the Collateral;

                  (ii) to receive, take, endorse, assign and deliver any and all
         checks, notes, drafts, acceptances, documents and other negotiable and
         non-negotiable instruments taken or received by the Collateral Agent
         as, or in connection with, the Collateral;

                  (iii) to commence, prosecute, defend, settle, compromise or
         adjust any claim, suit, action or proceeding with respect to, or in
         connection with, the Collateral;

                  (iv) to sell, transfer, release, assign or otherwise deal in
         or with the Collateral or any part thereof as fully and effectively as
         if the Collateral Agent were the absolute owner thereof; and


                                      A-18
<PAGE>
                  (v) to do, at its option, at any time or from time to time,
         all acts and things which the Collateral Agent deems necessary to
         protect or preserve the Collateral and to realize upon the Collateral.

         Said attorney, the Collateral Agent, is hereby granted and given full
power and authority to do and perform every act necessary and proper to be done
in the exercise of any of the foregoing powers. Understanding that powers of
attorney are strictly construed, each of the Term Loan B Lenders, Lenders, the
Administrative Agent, the Term Loan B Administrative Agent, and Grantors
declares that it is its expressed intention that this power of attorney shall be
liberally construed to give the fullest effect to the powers granted herein.

         (b) All distributions upon or with respect to the Term Loan B
Obligations or the Obligations which are received by Grantors, any Lender, any
Term Loan B Lender, the Administrative Agent, or the Term Loan B Administrative
Agent on account of any security interests, liens, pledges of stock or other
encumbrances contrary to the provisions of this Collateral Agent Agreement shall
be received in trust for the benefit of the Lenders and Term Loan B Lenders,
shall be segregated from other funds and property held by the party receiving
same, and shall be forthwith paid over to the Collateral Agent in the same form
as so received (with any necessary endorsement) to be applied (in the case of
cash) to or held as collateral (in the case of non-cash property or securities)
for the payment or prepayment of the Obligations and Term Loan B Obligations in
accordance with the terms of the Credit Agreement and Term Loan B Agreement.

         8.3 No Commencement of Any Proceeding. Each of the Term Loan B Lenders,
the Lenders, the Administrative Agent, and the Term Loan B Administrative Agent
agrees that, so long as any of the Obligations and the Term Loan B Obligations
shall remain unpaid, it will not exercise any right, power or remedy referred to
in subsection 8.2(a) hereof with respect to the Collateral, without the consent
of the Collateral Agent.

         8.4 Obligations Hereunder Not Affected. All rights and interests of the
Lenders, Term Loan B Lenders, the Administrative Agent, and the Term Loan B
Administrative Agent hereunder, and all agreements and obligations of Grantors
under this Collateral Agent Agreement, shall remain in full force and effect
irrespective of:

         (a) any lack of validity or enforceability of the Credit Agreement,
this Collateral Agent Agreement, the Term Loan B Agreement, or the Security
Agreements.

         (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations or Term Loan B Obligations, or any
other amendment or waiver of or any consent to departure from the Credit
Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the
Security Agreements.

         (c) any exchange, release or non-perfection of any Collateral, or any
release or amendment or waiver of or consent to departure from any guaranty, for
all or any of the Obligations or Term Loan B Obligations.

         (d) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, any Grantor in respect of the Obligations or
Term Loan B Obligations or


                                      A-19
<PAGE>
Grantors in respect of this Collateral Agent Agreement. This Collateral Agent
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Obligations or Term Loan B Obligations
is rescinded or must otherwise be returned by the Collateral Agent upon the
insolvency, bankruptcy or reorganization of any of the Grantors or otherwise,
all as though such payment had not been made.

         8.5 Waiver. The Lenders, Term Loan B Lenders, the Term Loan B
Administrative Agent, Administrative Agent and Grantors each hereby waive
promptness, diligence, notice of acceptance and any other notice with respect to
any of the Obligations or the Term Loan B Obligations and this Collateral Agent
Agreement and any requirement that the Collateral Agent protect, secure, perfect
or insure any security interest or Lien or any property subject thereto or
exhaust any right or take any action against Grantors or any other Person or
entity or any Collateral.



                                    SECTION 9

                                  MISCELLANEOUS

         9.1 Notices. Unless otherwise provided herein, all notices, requests,
consents and demands shall be in writing and shall be personally delivered or
mailed by certified mail, postage prepaid, to the respective addresses specified
herein, or, as to any party, to such other address as may be designated by it in
written notice to all other parties. All notices, requests, consents and demands
hereunder will be effective when personally delivered or mailed by certified
mail, postage prepaid, addressed as aforesaid.

         9.2 No Waivers. No failure on the part of the Collateral Agent, the
Administrative Agent, the Term Loan B Administrative Agent, any Term Loan B
Lender or any Lender to exercise, no course of dealing with respect to, and no
delay in exercising, any right, power or privilege under this Collateral Agent
Agreement or any Security Agreement shall operate as a waiver thereof nor shall
any single or partial exercise of any such right, power or privilege preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege.

         9.3 Amendments, Supplements and Waivers. The provisions of this
Collateral Agent Agreement may not be amended, modified or waived except by the
written agreement of the Term Loan B Administrative Agent, Administrative Agent,
and the Collateral Agent. The provisions of each Security Agreement may not be
amended, modified or waived, except in accordance with the terms thereof and
with the written consent of the Collateral Agent. Any such supplemental
agreements shall be binding upon each Grantor, the Administrative Agent, the
Term Loan B Administrative Agent, the Lenders, the Collateral Agent, the Term
Loan B Lenders, and their respective successors and assigns.

         9.4 Headings. The headings of Sections and subsections have been
included herein and in the Security Agreements for convenience only and should
not be considered in interpreting this Collateral Agent Agreement or the
Security Agreements.


                                      A-20
<PAGE>
         9.5 Severability. Any provision of this Collateral Agent Agreement,
which is prohibited or unenforceable in any jurisdiction, shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

         9.6 Successors and Assigns. This Collateral Agent Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and shall
inure to the benefit of each of the Lenders, the Term Loan B Lenders, the
Administrative Agent, the Term Loan B Administrative Agent, and their respective
successors and assigns, and nothing herein is intended or shall be construed to
give any other Person any right, remedy or claim under, to or in respect of this
Collateral Agent Agreement or any Collateral.

         9.7 GOVERNING LAW. THIS COLLATERAL AGENT AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS. WITHOUT EXCLUDING ANY OTHER JURISDICTION, THE GRANTORS, LENDERS,
ADMINISTRATIVE AGENT, COLLATERAL AGENT, THE TERM LOAN B ADMINISTRATIVE AGENT,
TERM LOAN B LENDERS AND GRANTORS AGREE THAT THE COURTS OF TEXAS SHALL HAVE
JURISDICTION OVER THE PROCEEDINGS IN CONNECTION WITH THIS COLLATERAL AGENT
AGREEMENT.

         9.8 Counterparts. This Collateral Agent Agreement may be signed in any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument.

         9.9 Termination. Upon receipt by the Collateral Agent from the
Administrative Agent and the Term Loan B Administrative Agent of a written
direction to cause the Collateral Agent's interest in all of the Liens by the
Security Agreements of the Lenders and Term Loan B Lenders to be released and
discharged, this Collateral Agent Agreement shall terminate with respect to the
Collateral Agent, Administrative Agent, the Term Loan B Administrative Agent,
the Term Loan B Lenders, and Lenders; and the security interests of the
Collateral Agent as secured party created by subsection 5.7 and by the Security
Agreements shall be released; provided, that the provisions of subsections 5.3,
5.4, 5.5, 5.6 and 7.11 shall not be affected by any such termination.

         9.10 Grantors Jointly and Severally Liable. All of the obligations of
the Grantors under this Collateral Agent Agreement shall be deemed to be joint
and several obligations of all of the Grantors.

         9.11 Control. Notwithstanding anything contained herein which may be to
the contrary, this agreement and the transactions contemplated hereby do not and
will not constitute, create, or have the effect of constituting or creating,
directly or indirectly, actual or practical ownership of the Grantors by the
Lenders or the Term Loan B Lenders, or control, affirmative or negative, direct
or indirect, by the Lenders or the Term Loan B Lenders, over the management, or
any other aspect of the day-to-day operation of Grantors, which control remains
in Grantors, its shareholders and boards of directors.


                                      A-21
<PAGE>
         9.12 ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER DOCUMENTS
REFERENCED HEREIN OR CONTEMPLATED HEREBY REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.


                                      A-22
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Collateral
Agent Agreement to be duly executed by their respective authorized officers as
of the day and year first written above.


                                      A-23
<PAGE>
GRANTORS:



COLLATERAL AGENT:

                                   BANK OF AMERICA, N.A.



                                   By:
                                   Title:



BORROWER:

                                   GCI HOLDINGS, INC.


                                   By:
                                   Title:

GRANTORS:

                                   GCI, INC.


                                   By:
                                   Its:



                                   GCI COMMUNICATION CORP.


                                   By:
                                   Title:


                                   GCI CABLE, INC.


                                   By:
                                   Title:



                                      A-24
<PAGE>
                                   GCI AMERICAN CABLESYSTEMS, INC.


                                   By:
                                   Title:


                                   GCI CABLESYSTEMS OF ALASKA, INC.


                                   By:
                                   Title:


                                   GCI FIBER COMMUNICATION CO., INC.


                                   By:
                                   Title:



ADMINISTRATIVE AGENT
AND LENDER:

                                   BANK OF AMERICA, N.A.


                                   By:
                                   Title:



TERM LOAN B ADMINISTRATIVE AGENT:

                                   BANK OF AMERICA, N.A.


                                   By:
                                   Title:



                                      A-25