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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 17, 2004

                                      Among

                                    GCI, INC.

                                   as Issuer,

                                       and

                         DEUTSCHE BANK SECURITIES INC.,
                            JEFFERIES & COMPANY, INC.
                     CREDIT LYONNAIS SECURITIES (USA), INC.
                            BLAYLOCK & PARTNERS, L.P.
                        FERRIS, BAKER WATTS, INCORPORATED
                            TD SECURITIES (USA), INC.

                              as Initial Purchasers


                           7.25% Senior Notes due 2014
<PAGE>
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
1.       Definitions..........................................................1

2.       Exchange Offer.......................................................5

3.       Shelf Registration...................................................9

4.       Additional Interest..................................................10

5.       Registration Procedures..............................................12

6.       Registration Expenses................................................21

7.       Indemnification and Contribution.....................................22

8.       Rules 144 and 144A...................................................26

9.       Underwritten Registrations...........................................26

10.      Miscellaneous........................................................26



                                      -i-
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (this "Agreement") is dated
as of February 17, 2004, among GCI, INC., an Alaska corporation (the "Company")
and DEUTSCHE BANK SECURITIES INC., JEFFERIES & COMPANY, INC., CREDIT LYONNAIS
SECURITIES (USA), INC., BLAYLOCK & PARTNERS, L.P., FERRIS, BAKER WATTS,
INCORPORATED, and TD SECURITIES (USA), INC., as initial purchasers (the "Initial
Purchasers").

                  This Agreement is entered into in connection with (i) the
Purchase Agreement by and among the Company and the Initial Purchasers, dated as
of February 5, 2004 (the "$230.0 Million Purchase Agreement"), which provides
for, among other things, the sale by the Company to the Initial Purchasers of
$230,000,000 aggregate principal amount of the Company's 7.25% Senior Notes due
2014 (the "$230.0 Million Notes") and (ii) the Purchase Agreement between the
Company and Deutsche Bank Securities Inc., dated as of February 11, 2003 (the
"$20.0 Million Purchase Agreement, and together with the $230.0 Million Purchase
Agreement", the "Purchase Agreements") which provides for, among other things,
the sale by the Company to Deutsche Bank Securities Inc. of $20,000,000
aggregate principal amount of the Company's 7.25% Senior Notes due 2014 (the
"$20.0 Million Notes", and together with the $230.0 Million Notes, the "Notes").
In order to induce the Initial Purchasers to enter into the Purchase Agreements,
the Company has agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and any subsequent holder or
holders of the Notes. The execution and delivery of this Agreement is a
condition to the Initial Purchasers' obligation to purchase the Notes under the
Purchase Agreement.

                  The parties hereby agree as follows:

         1. Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Additional Interest:  See Section 4(a) hereof.

                  Advice:  See the last paragraph of Section 5 hereof.

                  Agreement:  See the introductory paragraphs hereto.

                  Applicable Period:  See Section 2(b) hereof.

                  Business Day: Any day that is not a Saturday, Sunday or a day
on which banking institutions in New York are authorized or required by law to
be closed.
<PAGE>
                                      -2-


                  Company:  See the introductory paragraphs hereto.

                  Effectiveness Date: With respect to (i) the Exchange Offer
Registration Statement, the 210th day after the Issue Date and (ii) any Shelf
Registration Statement, the 210th day after the Filing Date with respect
thereto; provided, however, that if the Effectiveness Date would otherwise fall
on a day that is not a Business Day, then the Effectiveness Date shall be the
next succeeding Business Day.

                  Effectiveness Period:  See Section 3(a) hereof.

                  Event Date:  See Section 4(b) hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes:  See Section 2(a) hereof.

                  Exchange Offer:  See Section 2(a) hereof.

                  Exchange Offer Registration Statement: See Section 2(a)
hereof.

                  Filing Date: (A) If no Registration Statement has been filed
by the Company pursuant to this Agreement, the 120th day after the Issue Date;
and (B) in any other case (which may be applicable notwithstanding the
consummation of the Exchange Offer), the 120th day after the delivery of a Shelf
Notice as required pursuant to Section 2(c) hereof; provided, however, that if
the Filing Date would otherwise fall on a day that is not a Business Day, then
the Filing Date shall be the next succeeding Business Day.

                  Holder: Any holder of a Registrable Note or Registrable Notes.

                  Indenture: The Indenture, dated as of February 17, 2004,
between the Company and The Bank of New York, as Trustee, pursuant to which the
Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

                  Information:  See Section 5(o) hereof.

                  Initial Purchasers:  See the introductory paragraphs hereto.

                  Initial Shelf Registration:  See Section 3(a) hereof.

                  Inspectors:  See Section 5(o) hereof.

                  Issue Date:  February 17, 2004, the date of original issuance
of the Notes.
<PAGE>
                                      -3-


                  NASD:  See Section 5(s) hereof.

                  Notes:  See the introductory paragraphs hereto.

                  Participant:  See Section 7(a) hereof.

                  Participating Broker-Dealer:  See Section 2(b) hereof.

                  Person: An individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

                  Private Exchange:  See Section 2(b) hereof.

                  Private Exchange Notes:  See Section 2(b) hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                  Purchase Agreement:  See the introductory paragraphs hereof.

                  Records:  See Section 5(o) hereof.

                  Registrable Notes: Each Note upon its original issuance and at
all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, until, in each case, the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration
Statement) covering such Note, Exchange Note or Private Exchange Note has been
declared effective by the SEC and such Note, Exchange Note or such Private
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Exchange Offer for an Exchange Note or Exchange Notes that may be resold
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note, as the
<PAGE>
                                      -4-


case may be, may be resold without restriction pursuant to Rule 144(k) (as
amended or replaced) under the Securities Act.

                  Registration Statement: Any registration statement of the
Company that covers any of the Notes, the Exchange Notes or the Private Exchange
Notes filed with the SEC under the Securities Act, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

                  Rule 144:  Rule 144 under the Securities Act.

                  Rule 144A:  Rule 144A under the Securities Act.

                  Rule 405:  Rule 405 under the Securities Act.

                  Rule 415:  Rule 415 under the Securities Act.

                  Rule 424:  Rule 424 under the Securities Act.

                  SEC:  The U.S. Securities and Exchange Commission.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice:  See Section 2(c) hereof.

                  Shelf Registration:  See Section 3(b) hereof.

                  Shelf Registration Statement: Any Registration Statement
relating to a Shelf Registration.

                  Shelf Suspension Period:  See Section 3(a) hereof.

                  Subsequent Shelf Registration:  See Section 3(b) hereof.

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and the trustee (if
any) under any indenture governing the Exchange Notes and Private Exchange
Notes.

                  Underwritten registration or underwritten offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.
<PAGE>
                                      -5-


                  Except as otherwise specifically provided, all references in
this Agreement to acts, laws, statutes, rules, regulations, releases, forms,
no-action letters and other regulatory requirements (collectively, "Regulatory
Requirements") shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be
deemed to amend or replace Rule 144A.

         2. Exchange Offer

                  (a) Unless the Exchange Offer would violate applicable law or
any applicable interpretation of the staff of the SEC, the Company shall use its
reasonable best efforts to file with the SEC, no later than the Filing Date, a
Registration Statement (the "Exchange Offer Registration Statement") on an
appropriate registration form with respect to a registered offer (the "Exchange
Offer") to exchange any and all of the Registrable Notes for a like aggregate
principal amount of debt securities of the Company (the "Exchange Notes"), that
are identical in all material respects to the Notes, except that (i) the
Exchange Notes shall contain no restrictive legend thereon and (ii) interest
thereon shall accrue from (A) the later of (1) the last date on which interest
was paid on the Notes or (2) if a Note is surrendered for exchange on a date in
a period which includes the record date for an interest payment date to occur on
or after the date of such exchange and as to which interest will be paid, the
date of such interest payment date, or (B) if no such interest has been paid,
from the Issue Date, and which are entitled to the benefits of the Indenture or
a trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture
as are necessary to comply with the TIA) and which, in either case, conforms to
the requirements necessary for qualification under the TIA. The Exchange Offer
shall comply with all applicable tender offer rules and regulations under the
Exchange Act and other applicable laws. The Company shall (x) use its reasonable
best efforts to cause the Exchange Offer Registration Statement to be declared
effective under the Securities Act on or before the Effectiveness Date; (y) keep
the Exchange Offer open for at least 30 days (or longer if required by
applicable law) after the date that notice of the Exchange Offer is mailed to
Holders; and (z) consummate the Exchange Offer on or prior to the 240th day
following the Issue Date.

                  Each Holder (including, without limitation, each Participating
Broker-Dealer) who participates in the Exchange Offer will be required to
represent to the Company in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Notes acquired in exchange for
Registrable Notes tendered are being acquired in the ordinary course of business
of the Person receiving such Exchange Notes, whether or not such recipient is
such Holder itself; (ii) at the time of the commencement or consummation of the
Exchange Offer neither such Holder nor, to the actual knowledge of such Holder,
any other Person receiving Exchange Notes from such Holder has an arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act; (iii) neither the
Holder nor, to the actual knowledge of such
<PAGE>
                                      -6-


Holder, any other Person receiving Exchange Notes from such Holder is an
"affiliate" (as defined in Rule 405) of the Company or, if it is an affiliate of
the Company, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable and will provide
information to be included in the Shelf Registration Statement in accordance
with Section 5 hereof in order to have their Notes included in the Shelf
Registration Statement and benefit from the provisions regarding Additional
Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Notes from such
Holder is engaging in or intends to engage in a distribution of the Exchange
Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has
acquired the Registrable Notes as a result of market-making activities or other
trading activities and that it will comply with the applicable provisions of the
Securities Act (including, but not limited to, the prospectus delivery
requirements thereunder).

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Registrable Notes that are Private
Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and
Exchange Notes held by Participating Broker-Dealers, and the Company shall have
no further obligation to register Registrable Notes (other than Private Exchange
Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to
Section 3 hereof.

                  No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement.

                  (b) The Company shall include within the Prospectus contained
in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.

                  The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to
<PAGE>
                                      -7-


the prospectus delivery requirements of the Securities Act for such period of
time as is necessary to comply with applicable law in connection with any resale
of the Exchange Notes; provided, however, that such period shall not be required
to exceed 90 days or such longer period if extended pursuant to the last
paragraph of Section 5 hereof (the "Applicable Period").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have the status of an unsold
allotment in the initial distribution, the Company, upon the request of the
Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes
issue and deliver to the Initial Purchasers, in exchange (the "Private
Exchange") for such Notes held by any such Holder, a like principal amount of
notes (the "Private Exchange Notes") of the Company, that are identical in all
material respects to the Exchange Notes except for the placement of a
restrictive legend on such Private Exchange Notes. The Private Exchange Notes
shall be issued pursuant to the same indenture as the Exchange Notes and bear
the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service
Bureau.

                  In connection with the Exchange Offer, the Company shall:

                  (1) mail, or cause to be mailed, to each Holder of record
         entitled to participate in the Exchange Offer a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;

                  (2) use its reasonable best efforts to keep the Exchange Offer
         open for not less than 30 days after the date that notice of the
         Exchange Offer is mailed to Holders (or longer if required by
         applicable law);

                  (3) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (4) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer remains open; and

                  (5) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Company shall:

                  (1) accept for exchange all Registrable Notes validly tendered
         and not validly withdrawn pursuant to the Exchange Offer and the
         Private Exchange, if any;
<PAGE>
                                      -8-


                  (2) deliver to the Trustee for cancellation all Registrable
         Notes so accepted for exchange; and

                  (3) cause the Trustee to authenticate and deliver promptly to
         each Holder of Notes, Exchange Notes or Private Exchange Notes, as the
         case may be, equal in principal amount to the Notes of such Holder so
         accepted for exchange; provided that, in the case of any Notes held in
         global form by a depositary, authentication and delivery to such
         depositary of one or more replacement Notes in global form in an
         equivalent principal amount thereto for the account of such Holders in
         accordance with the Indenture shall satisfy such authentication and
         delivery requirement.

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Company to proceed with the Exchange
Offer or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Company; and
(iii) all governmental approvals shall have been obtained, which approvals the
Company deems necessary for the consummation of the Exchange Offer or Private
Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, conforms to the
requirements necessary for qualification under the TIA or is exempt from such
qualification and shall provide that the Exchange Notes shall not be subject to
the transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Notes, the Private Exchange Notes and
the Notes shall vote and consent together on all matters as one class and that
none of the Exchange Notes, the Private Exchange Notes or the Notes will have
the right to vote or consent as a separate class on any matter.

                  (c) If, (i) because of any change in law or in currently
         prevailing interpretations of the staff of the SEC, the Company is not
         permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
         consummated within 240 days of the Issue Date, (iii) any holder of
         Private Exchange Notes so requests in writing to the Company at any
         time after the consummation of the Exchange Offer, or (iv) in the case
         of any Holder that participates in the Exchange Offer, such Holder does
         not receive Exchange Notes on the date of the exchange that may be sold
         without restriction under state and federal securities laws (other than
         due solely to the status of such Holder as an affiliate of the Company
         within the meaning of the Securities Act) and so notifies the Company
         within 30 days after such Holder first becomes aware of such
         restrictions, in the case of each of clauses (i) to and including (iv)
         of this
<PAGE>
                                      -9-


sentence, then the Company shall promptly deliver to the Holders and the Trustee
written notice thereof (the "Shelf Notice") and shall file a Shelf Registration
pursuant to Section 3 hereof.

         3. Shelf Registration

                  If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

                  (a) Shelf Registration. The Company shall as promptly as
         practicable file with the SEC a Registration Statement for an offering
         to be made on a continuous basis pursuant to Rule 415 covering all of
         the Registrable Notes (the "Initial Shelf Registration"). The Company
         shall use its reasonable best efforts to file with the SEC the Initial
         Shelf Registration on or prior to the applicable Filing Date. The
         Initial Shelf Registration shall be on Form S-1 or another appropriate
         form permitting registration of such Registrable Notes for resale by
         Holders in the manner or manners designated by them (including, without
         limitation, one or more underwritten offerings). The Company shall not
         permit any securities other than the Registrable Notes to be included
         in the Initial Shelf Registration or any Subsequent Shelf Registration
         (as defined below).

                  The Company shall use its best efforts to cause the Shelf
         Registration to be declared effective under the Securities Act on or
         prior to the Effectiveness Date and to keep the Initial Shelf
         Registration continuously effective under the Securities Act until the
         date that is two years from the Issue Date or such shorter period
         ending when all Registrable Notes covered by the Initial Shelf
         Registration have been sold in the manner set forth and as contemplated
         in the Initial Shelf Registration or, if applicable, a Subsequent Shelf
         Registration (the "Effectiveness Period"); provided, however, that the
         Effectiveness Period in respect of the Initial Shelf Registration shall
         be extended to the extent required to permit dealers to comply with the
         applicable prospectus delivery requirements of Rule 174 under the
         Securities Act and as otherwise provided herein and shall be subject to
         reduction to the extent that the applicable provisions of Rule 144(k)
         are amended or revised to reduce the two year holding period set forth
         therein. Notwithstanding anything to the contrary in this Agreement, at
         any time, the Company may delay the filing of any Initial Shelf
         Registration Statement or delay or suspend the effectiveness thereof,
         for a reasonable period of time, but not in excess of an aggregate of
         60 days in any calendar year (a "Shelf Suspension Period"), if the
         Board of Directors of the Company determines reasonably and in good
         faith that the filing of any such Initial Shelf Registration Statement
         or the continuing effectiveness thereof would require the disclosure of
         non-public material information that, in the reasonable judgment of the
         Board of Directors of the Company, would be detrimental to the Company
         if so disclosed or would otherwise materially adversely affect a
         financing, acquisition, disposition, merger or other material
         transaction.
<PAGE>
                                      -10-


                  (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations.
         If the Initial Shelf Registration or any Subsequent Shelf Registration
         ceases to be effective for any reason at any time during the
         Effectiveness Period (other than because of the sale of all of the
         Notes registered thereunder), the Company shall use its reasonable best
         efforts to obtain the prompt withdrawal of any order suspending the
         effectiveness thereof, and in any event shall within 30 days of such
         cessation of effectiveness amend such Shelf Registration Statement in a
         manner to obtain the withdrawal of the order suspending the
         effectiveness thereof, or file an additional Shelf Registration
         Statement pursuant to Rule 415 covering all of the Registrable Notes
         covered by and not sold under the Initial Shelf Registration or an
         earlier Subsequent Shelf Registration (each, a "Subsequent Shelf
         Registration"). If a Subsequent Shelf Registration is filed, the
         Company shall use its reasonable best efforts to cause the Subsequent
         Shelf Registration to be declared effective under the Securities Act as
         soon as practicable after such filing and to keep such subsequent Shelf
         Registration continuously effective for a period equal to the number of
         days in the Effectiveness Period less the aggregate number of days
         during which the Initial Shelf Registration or any Subsequent Shelf
         Registration was previously effective. As used herein the term "Shelf
         Registration" means the Initial Shelf Registration and any Subsequent
         Shelf Registration.

                  (c) Supplements and Amendments. The Company shall promptly
         supplement and amend the Shelf Registration if required by the rules,
         regulations or instructions applicable to the registration form used
         for such Shelf Registration, if required by the Securities Act, or if
         reasonably requested by the Holders of a majority in aggregate
         principal amount of the Registrable Notes (or their counsel) covered by
         such Registration Statement with respect to the information included
         therein with respect to one or more of such Holders, or by any
         underwriter of such Registrable Notes with respect to the information
         included therein with respect to such underwriter.

         4. Additional Interest

                  (a) The Company and the Initial Purchasers agree that the
Holders will suffer damages if the Company fails to fulfill its obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Company
agrees to pay, as liquidated damages, additional interest on the Notes
("Additional Interest") under the circumstances and to the extent set forth
below (each of which shall be given independent effect):

                  (i) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration has been filed on or prior to the
         Filing Date applicable thereto or (B) notwithstanding that the Company
         has consummated or will consummate the Exchange Offer, the Company is
         required to file a Shelf Registration and such Shelf Registration is
         not filed on or prior to the Filing Date applicable thereto, then,
<PAGE>
                                      -11-


         commencing on the day after any such Filing Date, Additional Interest
         shall accrue on the principal amount of the Notes at a rate of 0.50%
         per annum for the first 90 days immediately following such applicable
         Filing Date, and such Additional Interest rate shall increase by an
         additional 0.50% per annum at the beginning of each subsequent 90-day
         period; or

                  (ii) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration is declared effective by the SEC on
         or prior to the Effectiveness Date applicable thereto or (B)
         notwithstanding that the Company has consummated or will consummate the
         Exchange Offer, the Company is required to file a Shelf Registration
         and such Shelf Registration is not declared effective by the SEC on or
         prior to the Effectiveness Date applicable to such Shelf Registration,
         then, commencing on the day after such Effectiveness Date, Additional
         Interest shall accrue on the principal amount of the Notes at a rate of
         0.50% per annum for the first 90 days immediately following the day
         after such Effectiveness Date, and such Additional Interest rate shall
         increase by an additional 0.50% per annum at the beginning of each
         subsequent 90-day period; or

                  (iii) if (A) the Company has not exchanged Exchange Notes for
         all Notes validly tendered in accordance with the terms of the Exchange
         Offer on or prior to the 35th day after the date on which the Exchange
         Offer Registration Statement was declared effective or (B) if
         applicable, a Shelf Registration has been declared effective and such
         Shelf Registration ceases to be effective at any time during the
         Effectiveness Period, then Additional Interest shall accrue on the
         principal amount of the Notes at a rate of 0.50% per annum for the
         first 90 days commencing on the (x) 36th day after such effective date,
         in the case of (A) above, or (y) the day such Shelf Registration ceases
         to be effective in the case of (B) above, and such Additional Interest
         rate shall increase by an additional 0.50% per annum at the beginning
         of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i) - (iii) at any one time and at
no time shall the aggregate amount of additional interest accruing exceed in the
aggregate 2.0% per annum; provided, further, however, that (1) upon the filing
of the applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (ii) of this Section 4), or (3) upon the exchange of the
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4), Additional Interest on the Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereof), as the
case may be, shall cease to accrue.
<PAGE>
                                      -12-


Notwithstanding any other provision of this Section 4, the Company shall not be
obligated to pay Additional Interest provided in Sections 4(a)(i)(B),
4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by
Section 3(a) hereof.

                  (b) The Company shall notify the Trustee within one Business
Day after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semiannually on each February 15 and August 15 (to the
holders of record on the February 1 and August 1 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360 day year
comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

         5. Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Company shall effect such registration to
permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder, the
Company shall:

                  (a) Prepare and file with the SEC on or prior to the
         applicable Filing Date a Registration Statement or Registration
         Statements as prescribed by Section 2 or 3 hereof, and use its
         reasonable best efforts to cause each such Registration Statement to
         become effective and remain effective as provided herein; provided,
         however, that if (1) such filing is pursuant to Section 3 hereof or (2)
         a Prospectus contained in the Exchange Offer Registration Statement
         filed pursuant to Section 2 hereof is required to be delivered under
         the Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Notes during the Applicable Period relating thereto from whom
         the Company has received prior written notice that it will be a
         Participating Broker-Dealer in the Exchange Offer, before filing any
         Registration Statement or Prospectus or any amendments or supplements
         thereto, the Company shall furnish to and afford the Holders of the
         Registrable Notes covered by such Registration Statement (with respect
         to a Registration Statement filed pursuant to Section 3 hereof) or each
         such Participating Broker-Dealer (with respect to any such Registration
         Statement), as the case may be, their counsel and the managing
         underwriters, if any, a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference therein and all exhibits thereto) proposed to be filed (in
         each case
<PAGE>
                                      -13-


         at least five Business Days prior to such filing). The Company shall
         not file any Registration Statement or Prospectus or any amendments or
         supplements thereto if the Holders of a majority in aggregate principal
         amount of the Registrable Notes covered by such Registration Statement,
         their counsel, or the managing underwriters, if any, shall reasonably
         object on a timely basis.

                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Offer Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period, the Applicable Period or until
         consummation of the Exchange Offer, as the case may be; cause the
         related Prospectus to be supplemented by any Prospectus supplement
         required by applicable law, and as so supplemented to be filed pursuant
         to Rule 424; and comply with the provisions of the Securities Act and
         the Exchange Act applicable to it with respect to the disposition of
         all securities covered by such Registration Statement as so amended or
         in such Prospectus as so supplemented and with respect to the
         subsequent resale of any securities being sold by an Participating
         Broker-Dealer covered by any such Prospectus. The Company shall be
         deemed not to have used its best efforts to keep a Registration
         Statement effective if the Company voluntarily takes any action that
         would result in selling Holders of the Registrable Notes covered
         thereby or Participating Broker-Dealers seeking to sell Exchange Notes
         not being able to sell such Registrable Notes or such Exchange Notes
         during that period unless such action is required by applicable law or
         permitted by this Agreement.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto from whom the Company has received written
         notice that it will be a Participating Broker-Dealer in the Exchange
         Offer, notify the selling Holders of Registrable Notes (with respect to
         a Registration Statement filed pursuant to Section 3 hereof), or each
         such Participating Broker-Dealer (with respect to any such Registration
         Statement), as the case may be, their counsel and the managing
         underwriters, if any, promptly (but in any event within one Business
         Day), and confirm such notice in writing, (i) when a Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to a Registration Statement or any post-effective
         amendment, when the same has become effective under the Securities Act
         (including in such notice a written statement that any Holder may, upon
         request, obtain, at the sole expense of the Company, one conformed copy
         of such Registration Statement or post-effective amendment including
         financial statements and schedules, documents incorporated or deemed to
         be incorporated by reference and exhibits), (ii) of the issuance by the
         SEC of any stop order suspending the effectiveness of a Registration
<PAGE>
                                      -14-


         Statement or of any order preventing or suspending the use of any
         preliminary prospectus or the initiation of any proceedings for that
         purpose, (iii) if at any time when a prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Registrable Notes or resales of Exchange Notes by Participating
         Broker-Dealers the representations and warranties of the Company
         contained in any agreement (including any underwriting agreement)
         contemplated by Section 5(n) hereof cease to be true and correct, (iv)
         of the receipt by the Company of any notification with respect to the
         suspension of the qualification or exemption from qualification of a
         Registration Statement or any of the Registrable Notes or the Exchange
         Notes to be sold by any Participating Broker-Dealer for offer or sale
         in any jurisdiction, or the initiation or threatening of any proceeding
         for such purpose, (v) of the happening of any event, the existence of
         any condition or any information becoming known that makes any
         statement made in such Registration Statement or related Prospectus or
         any document incorporated or deemed to be incorporated therein by
         reference untrue in any material respect or that requires the making of
         any changes in or amendments or supplements to such Registration
         Statement, Prospectus or documents so that, in the case of the
         Registration Statement, it will not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         that in the case of the Prospectus, it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, and (vi) of the Company's determination that a
         post-effective amendment to a Registration Statement would be
         appropriate.

                  (d) Use its reasonable best efforts to prevent the issuance of
         any order suspending the effectiveness of a Registration Statement or
         of any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Notes or the Exchange Notes to be sold by any
         Participating Broker-Dealer, for sale in any jurisdiction, and, if any
         such order is issued, to use its reasonable best efforts to obtain the
         withdrawal of any such order at the earliest practicable moment.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
         if requested during the Effectiveness Period by the managing
         underwriter or underwriters (if any), the Holders of a majority in
         aggregate principal amount of the Registrable Notes being sold in
         connection with an underwritten offering or any Participating
         Broker-Dealer, (i) as promptly as practicable incorporate in a
         prospectus supplement or post-effective amendment such information as
         the managing underwriter or underwriters (if any), such Holders, any
         Participating Broker-Dealer or counsel for any of them reasonably
         request to be included therein, (ii) make all required filings of such
         prospectus supplement or such post-effective amendment as soon as
         practicable after the Company
<PAGE>
                                      -15-


         has received notification of the matters to be incorporated in such
         prospectus supplement or post-effective amendment, and (iii) supplement
         or make amendments to such Registration Statement.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes (with
         respect to a Registration Statement filed pursuant to Section 3 hereof)
         and to each such Participating Broker-Dealer who so requests (with
         respect to any such Registration Statement) and to their respective
         counsel and each managing underwriter, if any, at the sole expense of
         the Company, one conformed copy of the Registration Statement or
         Registration Statements and each post-effective amendment thereto,
         including financial statements and schedules, and, if requested, all
         documents incorporated or deemed to be incorporated therein by
         reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes (with
         respect to a Registration Statement filed pursuant to Section 3
         hereof), or each such Participating Broker-Dealer (with respect to any
         such Registration Statement), as the case may be, their respective
         counsel, and the underwriters, if any, at the sole expense of the
         Company, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to the last paragraph of
         this Section 5, the Company hereby consents to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers, if any, in connection with the offering and sale of
         the Registrable Notes covered by, or the sale by Participating
         Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
         any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Notes or any
         delivery of a Prospectus contained in the Exchange Offer Registration
         Statement by any Participating Broker-Dealer who seeks to sell Exchange
         Notes during the Applicable Period, use its reasonable best efforts to
         register or qualify, and to cooperate with the selling Holders of
         Registrable Notes or each such Participating Broker-Dealer, as the case
         may be, the managing underwriter or underwriters, if any, and their
         respective counsel
<PAGE>
                                      -16-


         in connection with the registration or qualification (or exemption from
         such registration or qualification) of such Registrable Notes for offer
         and sale under the securities or Blue Sky laws of such jurisdictions
         within the United States as any selling Holder, Participating
         Broker-Dealer, or the managing underwriter or underwriters reasonably
         request in writing; provided, however, that where Exchange Notes held
         by Participating Broker-Dealers or Registrable Notes are offered other
         than through an underwritten offering, the Company agrees to cause
         their counsel to perform Blue Sky investigations and file registrations
         and qualifications required to be filed pursuant to this Section 5(h),
         keep each such registration or qualification (or exemption therefrom)
         effective during the period such Registration Statement is required to
         be kept effective and do any and all other acts or things necessary or
         advisable to enable the disposition in such jurisdictions of the
         Exchange Notes held by Participating Broker-Dealers or the Registrable
         Notes covered by the applicable Registration Statement; provided,
         however, that the Company shall not be required to (A) qualify
         generally to do business in any jurisdiction where it is not then so
         qualified, (B) take any action that would subject it to general service
         of process in any such jurisdiction where it is not then so subject or
         (C) subject itself to taxation in excess of a nominal dollar amount in
         any such jurisdiction where it is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3
         hereof, cooperate with the selling Holders of Registrable Notes and the
         managing underwriter or underwriters, if any, to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold, which certificates shall not bear any restrictive legends
         and shall be in a form eligible for deposit with The Depository Trust
         Company; and enable such Registrable Notes to be in such denominations
         (subject to applicable requirements contained in the Indenture) and
         registered in such names as the managing underwriter or underwriters,
         if any, or Holders may request.

                  (j) Use its reasonable best efforts to cause the Registrable
         Notes covered by the Registration Statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         necessary to enable the seller or sellers thereof or the underwriter or
         underwriters, if any, to consummate the disposition of such Registrable
         Notes, except as may be required solely as a consequence of the nature
         of such selling Holder's business, in which case the Company will
         cooperate in all respects with the filing of such Registration
         Statement and the granting of such approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by paragraph
         5(c)(v) or 5(c)(vi)
<PAGE>
                                      -17-


         hereof, as promptly as practicable prepare and (subject to Section 5(a)
         hereof) file with the SEC, at the sole expense of the Company, a
         supplement or post-effective amendment to the Registration Statement or
         a supplement to the related Prospectus or any document incorporated or
         deemed to be incorporated therein by reference, or file any other
         required document so that, as thereafter delivered to the purchasers of
         the Registrable Notes being sold thereunder (with respect to a
         Registration Statement filed pursuant to Section 3 hereof) or to the
         purchasers of the Exchange Notes to whom such Prospectus will be
         delivered by a Participating Broker-Dealer (with respect to any such
         Registration Statement), any such Prospectus will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading.

                  (l) Use its reasonable best efforts to cause the Registrable
         Notes covered by a Registration Statement or the Exchange Notes, as the
         case may be, to be rated with the appropriate rating agencies, if so
         requested by the Holders of a majority in aggregate principal amount of
         Registrable Notes covered by such Registration Statement or the
         Exchange Notes, as the case may be, or the managing underwriter or
         underwriters, if any.

                  (m) Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (n) In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Notes, and take all such other actions
         as are reasonably requested by the managing underwriter or underwriters
         in order to expedite or facilitate the registration or the disposition
         of such Registrable Notes and, in such connection, (i) make such
         representations and warranties to, and covenants with, the underwriters
         with respect to the business of the Company (including any acquired
         business, properties or entity, if applicable), and the Registration
         Statement, Prospectus and documents, if any, incorporated or deemed to
         be incorporated by reference therein, in each case, as are customarily
         made by the Company to underwriters in underwritten offerings of debt
         securities similar to the Notes, and confirm the same in writing if and
         when requested; (ii) obtain the written opinions of counsel to the
         Company, and written updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters,
         addressed to the underwriters covering the matters customarily covered
         in opinions reasonably requested in underwritten offerings; (iii)
         obtain "cold comfort" letters and updates thereof in form, scope and
         substance reasonably satisfactory to the managing underwriter or
<PAGE>
                                      -18-


         underwriters from the independent certified public accountants of the
         Company (and, if necessary, any other independent certified public
         accountants of the Company, or of any business acquired by the Company,
         for which financial statements and financial data are, or are required
         to be, included or incorporated by reference in the Registration
         Statement), addressed to each of the underwriters, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings of
         debt securities similar to the Notes; and (iv) if an underwriting
         agreement is entered into, the same shall contain indemnification
         provisions and procedures no less favorable to the sellers and
         underwriters, if any, than those set forth in Section 7 hereof (or such
         other less favorable provisions and procedures as are reasonably
         acceptable to Holders of a majority in aggregate principal amount of
         Registrable Notes covered by such Registration Statement and the
         managing underwriter or underwriters or agents, if any). The above
         shall be done at each closing under such underwriting agreement, or as
         and to the extent required thereunder.

                  (o) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any Initial Purchaser, any
         selling Holder of such Registrable Notes being sold (with respect to a
         Registration Statement filed pursuant to Section 3 hereof), or each
         such Participating Broker-Dealer, as the case may be, any underwriter
         participating in any such disposition of Registrable Notes, if any, and
         any attorney, accountant or other agent retained by any such selling
         Holder or each such Participating Broker-Dealer (with respect to any
         such Registration Statement), as the case may be, or underwriter (any
         such Initial Purchasers, Holders, Participating Broker-Dealers,
         underwriters, attorneys, accountants or agents, collectively, the
         "Inspectors"), upon written request, at the offices where normally
         kept, during reasonable business hours, all pertinent financial and
         other records, pertinent corporate documents and instruments of the
         Company and subsidiaries of the Company (collectively, the "Records"),
         as shall be reasonably necessary to enable them to exercise any
         applicable due diligence responsibilities, and cause the officers,
         directors and employees of the Company and any of its subsidiaries to
         supply all information ("Information") reasonably requested by any such
         Inspector in connection with such due diligence responsibilities. Each
         Inspector shall agree in writing that it will keep the Records and
         Information confidential and that it will not disclose any of the
         Records or Information that the Company determines, in good faith, to
         be confidential and notifies the Inspectors in writing are confidential
         unless (i) the disclosure of such Records or Information is necessary
         to avoid or correct a misstatement or omission in such Registration
         Statement or Prospectus, (ii) the release of such Records or
         Information is ordered pursuant to a subpoena or other order from a
         court of competent jurisdiction,
<PAGE>
                                      -19-


         (iii) disclosure of such Records or Information is necessary or
         advisable, in the opinion of counsel for any Inspector, in connection
         with any action, claim, suit or proceeding, directly or indirectly,
         involving or potentially involving such Inspector and arising out of,
         based upon, relating to, or involving this Agreement or the Purchase
         Agreement, or any transactions contemplated hereby or thereby or
         arising hereunder or thereunder, or (iv) the information in such
         Records or Information has been made generally available to the public
         other than by an Inspector or an "affiliate" (as defined in Rule 405)
         thereof; provided, however, that prior notice shall be provided as soon
         as practicable to the Company of the potential disclosure of any
         information by such Inspector pursuant to clauses (i), (ii) or (iii) of
         this sentence to permit the Company to obtain a protective order (or
         waive the provisions of this paragraph (o)) and that such Inspector
         shall take such actions as are reasonably necessary to protect the
         confidentiality of such information (if practicable) to the extent such
         action is otherwise not inconsistent with, an impairment of or in
         derogation of the rights and interests of the Holder or any Inspector.

                  (p) Provide an indenture trustee for the Registrable Notes or
         the Exchange Notes, as the case may be, and, unless exempt from
         qualification, cause the Indenture or the trust indenture provided for
         in Section 2(a) hereof, as the case may be, to be qualified under the
         TIA not later than the effective date of the first Registration
         Statement relating to the Registrable Notes; and in connection
         therewith, cooperate with the trustee under any such indenture and the
         Holders of the Registrable Notes, to effect such changes (if any) to
         such indenture as may be required for such indenture to be so qualified
         in accordance with the terms of the TIA; and execute, and use its
         reasonable best efforts to cause such trustee to execute, all documents
         as may be required to effect such changes, and all other forms and
         documents required to be filed with the SEC to enable such indenture to
         be so qualified in a timely manner.

                  (q) Comply with all applicable rules and regulations of the
         SEC and make generally available to its securityholders with regard to
         any applicable Registration Statement, a consolidated earning statement
         satisfying the provisions of Section 11(a) of the Securities Act and
         Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any fiscal
         quarter (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing at the end of any fiscal quarter in
         which Registrable Notes are sold to underwriters in a firm commitment
         or best efforts underwritten offering and (ii) if not sold to
         underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of the Company, after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods.

                  (r) Upon consummation of the Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Company, in a form
         customary for underwritten
<PAGE>
                                      -20-


         transactions, addressed to the Trustee for the benefit of all Holders
         of Registrable Notes participating in the Exchange Offer or the Private
         Exchange, as the case may be, that the Exchange Notes or Private
         Exchange Notes, as the case may be, and the related indenture each
         constitute a legal, valid and binding obligation of the Company,
         enforceable against the Company in accordance with its terms, subject
         to customary exceptions and qualifications. If the Exchange Offer or a
         Private Exchange is to be consummated, upon delivery of the Registrable
         Notes by Holders to the Company (or to such other Person as directed by
         the Company), in exchange for the Exchange Notes or the Private
         Exchange Notes, as the case may be, the Company shall mark, or cause to
         be marked, on such Registrable Notes that such Registrable Notes are
         being cancelled in exchange for the Exchange Notes or the Private
         Exchange Notes, as the case may be; in no event shall such Registrable
         Notes be marked as paid or otherwise satisfied.

                  (s) Cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. (the "NASD").

                  (t) Use their respective reasonable best efforts to take all
         other steps necessary to effect the registration of the Exchange Notes
         and/or Registrable Notes covered by a Registration Statement
         contemplated hereby.

                  The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable Notes
as the Company may, from time to time, reasonably request. The Company may
exclude from such registration the Registrable Notes of any seller so long as
such seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such seller not materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Company, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or
<PAGE>
                                      -21-


supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Company of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement or Prospectus or Exchange Notes to
be sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Company shall give any such
notice, each of the Applicable Period and the Effectiveness Period shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Notes covered by such Registration Statement or Exchange Notes to be
sold by such Participating Broker-Dealer, as the case may be, shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 5(k) hereof or (y) the Advice.

         6. Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company,
whether or not the Exchange Offer Registration Statement or any Shelf
Registration Statement is filed or becomes effective or the Exchange Offer is
consummated, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or Exchange Notes and determination
of the eligibility of the Registrable Notes or Exchange Notes for investment
under the laws of such jurisdictions (x) where the holders of Registrable Notes
are located, in the case of the Exchange Notes, or (y) as provided in Section
5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Registrable Notes
or Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be,
<PAGE>
                                      -22-


(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and, in the case of a Shelf Registration, reasonable
fees and disbursements of one special counsel for all of the sellers of
Registrable Notes selected by the Holder of a majority in aggregate principal
amount of Registrable Notes covered by such Shelf Registration (exclusive of any
counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of
all independent certified public accountants referred to in Section 5(n)(iii)
hereof (including, without limitation, the expenses of any "cold comfort"
letters required by or incident to such performance), (vi) Securities Act
liability insurance, if the Company desires such insurance, (vii) fees and
expenses of all other Persons retained by the Company, (viii) internal expenses
of the Company (including, without limitation, all salaries and expenses of
officers and employees of the Company performing legal or accounting duties),
(ix) the expense of any annual audit of the Company, (x) any fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange, and the obtaining of a rating of the securities, in
each case, if applicable and (xi) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, indentures and any other documents necessary in order to comply with
this Agreement.

         7. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
Holder of Registrable Notes and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, and each Person, if any, who
controls such Person or its affiliates within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act (each, a "Participant") against any
losses, claims, damages or liabilities to which any Participant may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as any
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon:

                  (i) any untrue statement or alleged untrue statement made by
         the Company contained in any application or any other document or any
         amendment or supplement thereto executed by the Company based upon
         written information furnished by or on behalf of the Company filed in
         any jurisdiction in order to qualify the Notes under the securities or
         "Blue Sky" laws thereof or filed with the SEC or any securities
         association or securities exchange (each, an "Application");

                  (ii) any untrue statement or alleged untrue statement of any
         material fact contained in any Registration Statement (or any amendment
         thereto) or Prospectus (as amended or supplemented if the Company shall
         have furnished any amendments or supplements thereto) or any
         preliminary prospectus; or

                  (iii) the omission or alleged omission to state, in any
         Registration Statement (or any amendment thereto) or Prospectus (as
         amended or supplemented if the Company shall have furnished any
         amendments or supplements thereto) or any preliminary prospectus or any
         Application or any other document or any amendment or supplement
<PAGE>
                                      -23-


         thereto, a material fact required to be stated therein or necessary to
         make the statements therein not misleading;

and will reimburse, as incurred, the Participant for any legal or other expenses
incurred by the Participant in connection with investigating, defending against
or appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, the Company will not be liable
in any such case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus or Application or any amendment or supplement thereto in reliance
upon and in conformity with information relating to any Participant furnished to
the Company by such Participant specifically for use therein. The indemnity
provided for in this Section 7 will be in addition to any liability that the
Company may otherwise have to the indemnified parties. The Company shall not be
liable under this Section 7 for any settlement of any claim or action effected
without their prior written consent, which shall not be unreasonably withheld.

                  (b) Each Participant, severally and not jointly, agrees to
indemnify and hold harmless the Company, its directors, its officers and each
person, if any, who controls the Company or its affiliates within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities to which the Company or any such director,
officer or controlling person may become subject under the Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, Prospectus or Application, any amendment or supplement thereto, or
any preliminary prospectus, or (ii) the omission or the alleged omission to
state therein a material fact necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information concerning such
Participant, furnished to the Company by the Participant, specifically for use
therein; and subject to the limitation set forth immediately preceding this
clause, will reimburse, as incurred, any reasonable legal or other expenses
incurred by the Company or any such director, officer or controlling person in
connection with investigating or defending against or appearing as a third party
witness in connection with any such loss, claim, damage, liability or action in
respect thereof. The indemnity provided for in this Section 7 will be in
addition to any liability that the Participants may otherwise have to the
indemnified parties. The Participants shall not be liable under this Section 7
for any settlement of any claim or action effected without their consent, which
shall not be unreasonably withheld. The Company shall not, without the prior
written consent of such Participant, effect any settlement or compromise of any
pending or threatened proceeding in respect of which such Participant is or
could have been a party, or indemnity could have been sought hereunder
<PAGE>
                                      -24-


by such Participant, unless such settlement (A) includes an unconditional
written release of such Participant, in form and substance reasonably
satisfactory to such Participant, from all liability on claims that are the
subject matter of such proceeding and (B) does not include any statement as to
an admission of fault, culpability or failure to act by or on behalf of such
Participant.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 7, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by Participants who sold a majority in
interest of the Registrable Notes and
<PAGE>
                                      -25-


Exchange Notes sold by all such Participants in the case of paragraph (a) of
this Section 7 or the Company in the case of paragraph (b) of this Section 7,
representing the indemnified parties under such paragraph (a) or paragraph (b),
as the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party. All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred. After such notice from the indemnifying party to such indemnified
party, the indemnifying party will not be liable for the costs and expenses of
any settlement of such action effected by such indemnified party without the
prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 7, in which case the indemnified party may effect such
a settlement without such consent.

                  (d) In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this Section 7 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Notes or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative benefits received by the Company on
the one hand and such Participant on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (before deducting expenses)
of the Notes received by the Company bear to the total net profit received by
such Participant in connection with the sale of the Notes. The relative fault of
the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand, or the Participants on the other, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances. The parties agree that it would
not be equitable if the amount of such contribution were determined by pro rata
or per capita allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in the first sentence of
this paragraph (d). Notwithstanding any other provision of this paragraph (d),
no Participant shall be obligated to make contributions hereunder that in the
aggregate exceed the total net profit received by such Participant in connection
with the sale of the Notes, less the aggregate amount of any damages that such
Participant has otherwise been required to pay by reason of
<PAGE>
                                      -26-


the untrue or alleged untrue statements or the omissions or alleged omissions to
state a material fact, and no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls a Participant within the meaning of Section 15 of the Act or Section 20
of the Exchange Act shall have the same rights to contribution as the
Participants, and each director of the Company, each officer of the Company and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, shall have the same rights to
contribution as the Company.

         8. Rules 144 and 144A

                  The Company covenants and agrees that they will file the
reports required to be filed by them under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder in a timely
manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time the Company is not required to file such
reports, the Company will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A. The Company further covenants and agrees, for so long as
any Registrable Notes remain outstanding that they will take such further action
as any Holder of Registrable Notes may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Notes
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

         9. Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

         10. Miscellaneous

                  (a) No Inconsistent Agreements. The Company has not as of the
date hereof, and the Company shall not after the date of this Agreement, enter
into any agreement
<PAGE>
                                      -27-


with respect to any of its securities that is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's other issued and outstanding
securities under any such agreements. The Company will not enter into any
agreement with respect to any of their securities which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

                  (b) Adjustments Affecting Registrable Notes. The Company shall
not, directly or indirectly, take any action with respect to the Registrable
Notes as a class that would adversely affect the ability of the Holders of
Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of (I) the Company, and (II) (A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of Holders of Registrable Notes not being sold
pursuant to such Registration Statement may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement.

                  (d) Notices. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  (i) if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:
<PAGE>
                                      -28-


                          Deutsche Bank Securities Inc.
                          60 Wall Street
                          New York, New York  10005
                          Facsimile No.:  (646) 324-7467
                          Attention:  High Yield Capital Markets

                          Jefferies & Company, Inc.
                          520 Madison Avenue
                          New York, New York  10022

                          Credit Lyonnais Securities (USA), Inc.
                          1301 Avenue of the Americas
                          New York, New York  10019

                          TD Securities (USA), Inc.
                          31 West 52nd Street
                          New York, New York  10019

                          Ferris, Baker Watts, Incorporated
                          100 Light Street
                          Baltimore, Maryland 21202

                          Blaylock & Partners, L.P.
                          399 Park Avenue
                          New York, New York  10022

                          with a copy to:

                          Cahill Gordon & Reindel LLP
                          80 Pine Street
                          New York, New York  10005
                          Facsimile No.:  (212) 269-5420
                          Attention:  William Gannett, Esq.

                  (ii) if to the Initial Purchasers, at the address specified in
         Section 10(d)(i);

                  (iii) if to the Company, at the address as follows:

                          GCI, Inc.
                          2550 Denali Street, Suite 1000
                          Anchorage, Alaska  99503-2751
                          Facsimile No.:  (907) 868-5676
                          Attention:  John M. Lowber
<PAGE>
                                      -29-


                          with a copy to:

                          Sherman & Howard, L.L.C.
                          633 Seventeenth Street, Suite 3000
                          Denver, CO  80202-3624
                          Facsimile No.:  (303) 298-0940
                          Attention:  Steven D. Miller, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier; and upon written
confirmation, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.

                  (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
<PAGE>
                                      -30-


achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Notes Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or its affiliates (as
such term is defined in Rule 405 under the Securities Act) shall not be counted
in determining whether such consent or approval was given by the Holders of such
required percentage.

                  (k) Third-Party Beneficiaries. Holders of Registrable Notes
and Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

                  (l) Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Company on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.
<PAGE>


                                       S-1


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                       GCI, INC.



                                       By: /s/
                                       Name: John M. Lowber
                                       Title: Chief Financial Officer,
                                              Secretary and Treasurer



                                       By: /s/
                                       Name: Wilson Hughes
                                       Title: Vice President
<PAGE>
                                      S-2


The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

DEUTSCHE BANK SECURITIES INC.
JEFFERIES & COMPANY, INC.
CREDIT LYONNAIS SECURITIES (USA), INC. BLAYLOCK & PARTNERS, L.P.
FERRIS, BAKER WATTS, INCORPORATED
TD SECURITIES (USA), INC.

DEUTSCHE BANK SECURITIES INC.


By: /s/
    Name: Prem Parameswaran
    Title: Director


By: /s/
    Name: Edward Dunn
    Title: Director