EIGHTH AMENDMENT

                                       TO

                $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT

         EIGHTH AMENDMENT TO $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 31st day of October, 2001 and entered into
among GCI HOLDINGS, INC., an Alaskan corporation (herein, together with its
successors and assigns, called the "Borrower"), the Lenders (as defined in the
Credit Agreement as defined below), BANK OF AMERICA, N.A., as Administrative
Agent for itself and the Lenders (the "Administrative Agent"), CREDIT LYONNAIS
NEW YORK BRANCH, as Documentation Agent and TD SECURITIES (USA), INC. as
Syndication Agent.

                                   WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into a $50,000,000 Amended and Restated Credit Agreement, dated November 14,
1997, as amended by that certain Consent and First Amendment, dated January 27,
1998, by that certain Second Amendment to Amended and Restated Credit Agreement
dated as of July 3, 1998, by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of April 13, 1999, by that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of January 18, 2000,
by that certain Fifth Amendment to Amended and Restated Credit Agreement dated
as of October 25, 2000, by that certain Sixth Amendment to Amended and Restated
Credit Agreement dated as of March 23, 2001 and by that certain Seventh
Amendment to Amended and Restated Credit Agreement dated as of April 27, 2001
(as amended and as further amended, restated or otherwise modified from time to
time, the "Credit Agreement") and a $200,000,000 Amended and Restated Credit
Agreement, dated as of November 14, 1997 (as amended by that certain Consent and
First Amendment, dated January 27, 1998, by that certain Second Amendment to
Amended and Restated Credit Agreement dated as of July 3, 1998, by that certain
Third Amendment to Amended and Restated Credit Agreement dated as of April 13,
1999, by that certain Fourth Amendment to Amended and Restated Credit Agreement
dated as of January 18, 2000, by that certain Fifth Amendment to Amended and
Restated Credit Agreement dated as of October 25, 2000, by that certain Sixth
Amendment to Amended and Restated Credit Agreement dated as of March 23, 2001,
by that certain Seventh Amendment to Amended and Restated Credit Agreement dated
as of April 27, 2001, and as further amended, restated or otherwise modified
from time to time, the "$200MM Credit Facility");

         WHEREAS, the Borrower has requested certain provisions of the Credit
Agreement be amended;

         WHEREAS, the Lenders, the Administrative Agent and the Borrower have
agreed to modify the Credit Agreement upon the terms and conditions set forth
below;
<PAGE>
         NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Agent agree as follows:

         SECTION 1.  Definitions, Generally.

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

         (b) The definition of "Rogers" shall be added to Article I in
alphabetical order and shall read in its entirety as follows:

                  "Rogers" means Rogers American Cablesystems, Inc., a Delaware
         Corporation.

         (c) The definition of "Kanas Notes Default" shall be added to Article I
in alphabetical order and shall read in its entirety as follows:

                  "Kanas Notes Default" means the failure of GCI Fiber
         Communication Co., Inc. (f/k/a/ Kanas) to pay the Kanas Notes and the
         promissory note originally due MCI WorldCom Network Services, Inc.,
         dated May 18, 2001, in the principal amount of $3,000,000, which notes
         have been assigned to the Borrower, which in turn assigned the notes to
         the Lenders as collateral for the Obligations.

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

                  (e) Fixed Charges Coverage Ratio. Commencing January 1, 2003,
         and at all times thereafter during the term hereof, the Fixed Charges
         Coverage Ratio shall not be less during the following time periods than
         the ratio set forth opposite such time periods:

                  Time Period                                 Minimum Ratio
                  -----------                                 -------------
                  From January 1, 2003 through
                  March 31, 2004                              1.00 to 1.00

                  April 1, 2004 and thereafter                1.05 to 1.00

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

         (f) Capital Expenditures. Capital Expenditures paid or incurred by the
Borrower and the Restricted Subsidiaries shall not exceed, in the aggregate, the
following amounts during the following fiscal years, provided that, any unused
portion of any such year may be used during the following fiscal year only (but
not thereafter):


                                       2
<PAGE>
                  Fiscal Year                                 Maximum Amount
                  -----------                                 --------------
                  1998                                        $90,000
                  1999                                        $35,000
                  2000                                        $35,000
                  2001                                        $70,000
                  2002                                        $60,000
                  January 1, 2003 and thereafter              Not Applicable

         SECTION 4. Amendment to Section 7.06. Section 7.06 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:

                  7.06. Distributions and Restricted Payments . The Borrower
         shall not, and shall not permit the Parents or any Restricted
         Subsidiary to, make any Restricted Payments, other than any Restricted
         Payment in the form of a Distribution made by any Restricted Subsidiary
         to any other Restricted Subsidiary or to the Borrower, and except

                  (a)      so long as

                           (i) there exists no Default or Event of Default both
                  before and after giving effect to any such Restricted Payment,

                           (ii) the Total Leverage Ratio is less than 5.00 to
                  1.00 both before and after giving effect to any such
                  Restricted Payment and

                           (iii) the date of such Restricted Payment is after
                  September 30, 2000, the Borrower and the Parents may make
                  Restricted Payments made

                                    (A) exclusively out of the Capital Stock of
                           GCI and/or

                                    (B) exclusively out of Excess Cash Flow,
                           provided that all such Restricted Payments made under
                           this subsection (B) in the aggregate over the term of
                           this Agreement shall not exceed the difference
                           between $15,000,000 minus the sum of (I) the
                           aggregate amount of Investments made in accordance
                           with the terms of Section 7.10(e) hereof over the
                           term of this Agreement, and (II) all cash
                           distributions made by the Borrower in accordance with
                           the terms of Section 7.06(e) or Section 7.06(f)
                           hereof and those payments permitted pursuant to
                           Section 5 of the Seventh Amendment to Amended and
                           Restated Credit Agreement dated as of April 27, 2001,


                                       3
<PAGE>
                  (b) so long as there exists no Default or Event of Default
         both before and after giving effect to any such Restricted Payment, the
         Borrower may make Restricted Payments in the form of

                           (i) Distributions to GCII in an amount not in excess
                  of cash income Taxes attributable to income from the Borrower
                  and its Restricted Subsidiaries allocated to GCII (and GCII
                  may make Restricted Payments in such amounts in the form of
                  Distributions to GCI), and

                           (ii) scheduled cash interest payments required to be
                  paid by GCII under the Senior Notes, and GCII may make
                  Restricted Payments in the form of (and not in excess of)
                  scheduled cash interest payments required to be paid by GCII
                  under the Senior Notes,

         provided that, the Lenders agree that in no event shall the opening
         phrase of this subsection (b) prohibit the payment of any such
         Distribution by the Borrower or payment of interest by GCII on the
         Senior Notes for more than 180 consecutive days in any consecutive
         360-day period, unless there exists an Event of Default under Section
         8.01(a) hereof (whether by acceleration or otherwise),

                  (c) so long as there exists no Default or Event of Default
         both before and after giving effect to the payment thereof, the
         Borrower or any other GCI Entity may make payments of Management Fees
         and amounts due under the Transponder Purchase Agreement for Galaxy X
         referred to in Section 7.18 hereof,

                  (d) so long as there exists no Default or Event of Default
         both before and after giving effect to any such Restricted Payment, the
         Borrower or any other GCI Entity may make scheduled Restricted Payments
         on Funded Debt which was incurred in accordance with the terms of
         Sections 7.02(b) hereof (but with respect to the Senior Notes, only
         payments of cash interest accrued thereon made in accordance with
         Section 7.06(b)(ii) above may be made), 7.02(d), 7.02(f)(i), and
         7.02(g) hereof (but in no case shall any prepayments be made on such
         Funded Debt),

                  (e) so long as there exists no Default or Event of Default
         both before and after giving effect to the payment thereof, GCI may
         make payments and distributions annually in an aggregate amount not to
         exceed $600,000 a year, to the holders of its Series C 6% Preferred
         Stock, provided that such payments and distributions permitted to be
         paid under this subsection (e) may only be made out of the aggregate
         cash proceeds actually received by GCI after January 1, 2000 from the
         exercise of stock options and stock warrants, and .

                  (f) so long as (i) there exists no Default or Event of Default
         both before and after giving effect to the payment thereof, (ii) the
         Total Leverage Ratio is less than 5.00 to 1.00 both before and after
         giving effect to each such Restricted


                                       4
<PAGE>
         Payment, (iii) each such Distribution made by the Borrower to GCI shall
         be used by GCI within one Business Day after its receipt to make the
         Restricted Payment described below, and (iv) each such payment is
         deducted from the $15,000,000 basket permitted by Section 7.06(a)
         above, GCI may make (A) a cash interest payment in an aggregate amount
         not to exceed $1,000,000 on April 30, 2002 and (B) a cash interest
         payment in an aggregate amount not to exceed $1,000,000 on October 31,
         2002, in each case to the holders of its Series B 81/2% Preferred
         Stock, and the Borrower may make a cash Distribution to GCI in such
         amounts.

         SECTION 5. Amendment to Section 7.10. Section 7.10 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:

                  7.10. Loans and Investments. The Borrower shall not, and shall
         not permit any of the other GCI Entities to, make any loan, advance,
         extension of credit or capital contribution to, or make or have any
         Investment in, any Person, or make any commitment to make any such
         extension of credit or Investment, or make any acquisition, except

                           (a) Investments on the Closing Date constituting a
                  $50,000,000 capital contribution to AUSP and other Investments
                  existing on the date hereof and contemplated by the terms of
                  this Agreement, each as shown on Schedule 5.13 hereto,

                           (b) Investments in Cash Equivalents,

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

                           (d) Investments in accounts receivable arising in the
                  ordinary course of business,

                           (e) so long as (i) there exists no Default or Event
                  of Default, both before and after giving effect to the making
                  of such Investments, (ii) the Total Leverage Ratio is less
                  than 5.00 to 1.00 both before and after giving effect to any
                  such Investment and (iii) the date of such Investment is after
                  September 30, 2000, Investments made exclusively out of Excess
                  Cash Flow up to a maximum amount of the difference between
                  $15,000,000 in the aggregate over the term of this Agreement,
                  minus the aggregate amount of Restricted Payments made in
                  accordance with the terms of Section 7.06(a) hereof over the
                  term of this Agreement,

                           (f) loans, advances, extensions of credit or capital
                  contributions to, or among, Restricted Subsidiaries and to GCI
                  Transport


                                       5
<PAGE>
                  Co., Inc. and its Subsidiaries in connection with the
                  assignment or other transfer to GCI Transport Co., Inc. or its
                  Subsidiaries of the $9,100,000 deposit made in connection with
                  the Transponder Purchase Agreement for Galaxy X referred to in
                  Section 7.18 hereof (provided the Borrower provides the
                  Administrative Agent with a Pro Forma Compliance Certificate
                  evidencing no Default or Event of Default both before and
                  after the assignment),

                           (g) so long as there exists no Default or Event of
                  Default both before and after giving effect to the making of
                  each such Investment, Investments constituting loans and/or
                  advances to AUSP in accordance with the terms of the Keepwell
                  Agreement and the Completion Guaranty as may be evidenced by
                  the Intercompany Notes (collaterally assigned to the
                  Administrative Agent on a first Lien basis), which Investments
                  in an aggregate amount over the term of this Agreement do not
                  exceed $73,000,000,

                           (h) investments in Participation Certificates of
                  CoBank to the extent required pursuant to Section 6.16,

                           (i) so long as

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

                                    (B) for any such acquisition or Investment
                           by the Borrower for which payment is made by issuance
                           of Capital Stock of the Borrower for 95% or more of
                           the purchase price, such acquisition or Investment
                           must be in a Person that has four full fiscal
                           quarters historical positive cash flow,

                                    (C) if the Capital Stock or assets to be
                           acquired are in a related business in which the
                           Borrower is not currently in, the Borrower provides
                           the Lenders with pro forma projections for such
                           related business,

                                    (D) all such Investments and acquisitions
                           are in existing markets of the Borrower and its
                           Restricted Subsidiaries, and

                                    (E) all such assets and Properties,
                           including Capital Stock, purchased by the Borrower or
                           any Restricted Subsidiary of the Borrower, shall be
                           subject to first and prior perfected Liens (except
                           for Permitted Liens) in favor of the Administrative
                           Agent and the Lenders securing the Obligations in
                           form and substance substantially identical to the
                           existing collateral documentation,


                                       6
<PAGE>
                  Investments in Capital Stock or acquisitions of assets of
                  Persons engaged in the Borrower's existing lines of business
                  or businesses related thereto not in excess of $5,000,000 in
                  the aggregate for the cash portion for all such Investments or
                  acquisitions, provided that, such $5,000,000 cash portion
                  amount may be increased to $20,000,000 in the aggregate, if
                  the Total Leverage Ratio is less than 5.00 to 1.00 both before
                  and after giving effect to any such Investment or acquisition
                  and

                           (j) so long as

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

                                    (B) GCI Cable Inc. acquires not less than
                           100% of the Capital Stock of Rogers,

                                    (C) all Capital Stock of Rogers owned by GCI
                           Cable Inc. and each of its Subsidiaries is
                           immediately upon acquisition thereof pledged and
                           collaterally assigned to secure the Obligations
                           pursuant to a pledge agreement and/or collateral
                           assignment in form substantially similar to those
                           pledge agreements executed previously by the GCI
                           Entities, and such Capital Stock is immediately
                           delivered to the Administrative Agent together with
                           stock powers and other items reasonably requested by
                           the Administrative Agent to secure the Obligations,

                                    (D) the aggregate purchase price for such
                           Capital Stock does not exceed $19,000,000 cash
                           (subject to adjustments not in excess of $1,000,000
                           in accordance with the securities purchase agreement
                           to be executed in connection with the acquisition) on
                           terms and conditions acceptable to the Administrative
                           Agent and which such terms do not violate the terms
                           of Section 7.19 hereof or any other provision of this
                           Agreement and the other Loan Papers,

                                    (E) Rogers and each of its Subsidiaries
                           becomes a Restricted Subsidiary hereunder immediately
                           upon the acquisition of such Capital Stock and is in
                           compliance with all terms and provisions of this
                           Agreement and the Loan Papers immediately upon the
                           acquisition by GCI Cable Inc. of the Capital Stock of
                           Rogers,

                                    (F) the Administrative Agent has received
                           all other documentation, information and agreements
                           relating to Rogers and its Subsidiaries, and the
                           purchase of the Capital Stock of Rogers reasonably
                           requested by the Administrative Agent,


                                       7
<PAGE>
                                    (G) the Administrative Agent has received
                           projections after giving effect to the purchase of
                           the Capital Stock of Rogers demonstrating pro forma
                           compliance with the financial covenants contained in
                           this Agreement throughout the term of this Agreement,

                                    (H) the Capital Stock of Rogers is acquired
                           free and clear of all Liens (except Liens of the
                           Lenders securing the Obligations),

                                    (I) Rogers and its Subsidiaries each
                           executes a Guaranty of the Obligations in form and
                           substance similar to the existing guaranties executed
                           by the other Restricted Subsidiaries, and otherwise
                           complies fully with the terms of Section 2.15 hereof
                           once acquired and

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

                                    GCI Cable Inc. may purchase 100% of the
                           Capital Stock of Rogers.

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

                  (a) the Borrower shall have delivered to the Administrative
         Agent a loan certificate of the Borrower certifying (i) as to the
         accuracy of its representations and warranties set forth in Article V
         of the Credit Agreement, as amended by this Eighth Amendment and the
         other Loan Papers, (ii) that there exists no Default or Event of
         Default, and the execution, delivery and performance of this Eighth
         Amendment will not cause a Default or Event of Default, except those
         Defaults and Events of Default specifically waived hereby, (iii) as to
         resolutions authorizing the Borrower to execute, deliver and perform
         this Eighth Amendment and all Loan Papers and to execute and perform
         all transactions contemplated by this Eighth Amendment, and all other
         documents and instruments delivered or executed in connection with this
         Eighth Amendment,


                                       8
<PAGE>
         (iv) that it has complied with all agreements and conditions to be
         complied with by it under the Credit Agreement, the other Loan Papers
         and this Eighth Amendment by the date hereof and (v) that it has
         received all consents, amendments and waivers from all Persons
         necessary or required, if any, to (A) enter into this Amendment or (B)
         effectuate the amendments set forth above, including, without
         limitation, under the Indenture and related documentation and under the
         AUSP Credit Agreement and related documentation;

                  (b) the Administrative Agent shall have received an opinion of
         counsel to the Parents, the Borrower and its Subsidiaries, in form and
         substance acceptable to the Administrative Agent and Special Counsel;

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

                  (d) the Borrower shall have paid the Administrative Agent a 15
         basis points amendment fee, such amendment fee to be allocated among
         the Lenders executing this Eighth Amendment prior to noon (Central
         Standard time), November 7, 2001, as evidenced by a facsimile receipt
         by counsel to the Administrative Agent of such Lender's signature to
         this Eighth Amendment prior to such time;

                  (e) the Administrative Agent shall have received each of the
         Loan Papers, financial statements, projections, legal opinions,
         consents, and other documentation required to be delivered pursuant to
         Section 7.10 of the Credit Agreement in connection with the acquisition
         of the Capital Stock of Kanas, including without limitation ; Pledge
         and Security Agreements executed by the Borrower, and GCI Fiber
         Communication Co. Inc. (formerly, Kanas), Capital Stock and blank stock
         powers and UCC-1's with respect thereto, the Kanas Notes and $3,000,000
         Restated Subordinated Demand Note, duly endorsed by the Borrower,
         together with each of the loan documents and collateral documents
         securing same, as reasonably requested by the Administrative Agent. No
         Default Certificates executed by the Borrower and GCI Fiber
         Communication Co., Inc., Guaranty executed by GCI Fiber Communication
         Co., Inc., and Subordination Agreement and Consent and Waiver Agreement
         executed by the Borrower and GCI Fiber Communication Co., Inc.

                  (f) the Administrative Agent shall have received each of the
         Loan Papers, financial statements, projections, legal opinions,
         consents, and other documentation in the possession of the Borrower in
         connection with the acquisition of the Capital Stock of Rogers; and

                  (g) the Borrower shall have delivered such other documents,
         instruments, and certificates, in form and substance satisfactory to
         the


                                       9
<PAGE>
         Administrative Agent, as the Administrative Agent shall deem necessary
         or appropriate in connection with this Eighth Amendment and the
         transactions contemplated hereby.

         SECTION 7. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Eighth
Amendment constitutes its legal, valid, and binding obligation, enforceable in
accordance with the terms hereof (subject as to enforcement of remedies to any
applicable bankruptcy, reorganization, moratorium, or other laws or principles
of equity affecting the enforcement of creditors' rights generally), (b) there
exists no Default or Event of Default under the Credit Agreement, (c) its
representations and warranties set forth in the Credit Agreement and other Loan
Papers are true and correct on the date hereof, (d) it has complied with all
agreements and conditions to be complied with by it under the Credit Agreement
and the other Loan Papers by the date hereof, and (e) the Credit Agreement, as
amended hereby, and the other Loan Papers remain in full force and effect.

         SECTION 8. Waiver. GCI has acquired the Kanas Notes and assigned them
to the Borrower. The Borrower has informed the Administrative Agent of the
existence of the Kanas Notes Default and now seeks a waiver by the Lenders of
the Event of Default which exists as a result thereof under Section 8.01(h) of
the Credit Agreement (the "Kanas Default"). The Lenders hereby waive the Kanas
Default, subject to the satisfaction of the terms and conditions of Section 6
hereof. The Borrower acknowledges that this waiver is a one-time limited and
conditional continuing waiver of Section 8.01(h) of the Credit Agreement, and
does not constitute a waiver by any Lender of any of its rights or remedies now
or at any time in the future.

         SECTION 9. Entire Agreement; Ratification. THE CREDIT AGREEMENT AND THE
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT AGREEMENT, THE OTHER LOAN
PAPERS AND ALL OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION THEREWITH
SHALL CONTINUE IN FULL FORCE AND EFFECT.

         SECTION 10. Counterparts. This Eighth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.

         SECTION 11. GOVERNING LAW. THIS Eighth AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS.


                                       10
<PAGE>
         SECTION 12. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS
STATE COURT SITTING IN DALLAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN PAPERS AND THE BORROWER IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN PAPER SHALL BE
BROUGHT ONLY IN A COURT IN DALLAS, TEXAS.

         SECTION 13. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN PAPER OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



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


                                       11
<PAGE>
         IN WITNESS WHEREOF, this Eighth Amendment to Amended and Restated
Credit Agreement is executed as of the date first set forth above.


                                        GCI HOLDINGS, INC.



                                        By:

                                        Its:


                                       12
<PAGE>
                                        BANK OF AMERICA, N.A., Individually as a
                                        Lender and as Administrative Agent



                                        By:

                                        Its:



                                       13
<PAGE>
                                        CREDIT LYONNAIS NEW YORK BRANCH, as
                                        Documentation Agent and Individually as
                                        a Lender



                                        By:

                                        Its:




                                       14
<PAGE>
                                        TD SECURITIES (USA), INC., as
                                        Syndication Agent



                                        By:

                                        Its:




                                       15
<PAGE>
                                        TORONTO DOMINION (TEXAS), INC.,
                                        Individually as a Lender



                                        By:

                                        Its:




                                       16
<PAGE>
                                        COBANK, ACB, Individually as a Lender



                                        By:

                                        Its:




                                       17
<PAGE>
                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        Individually as a Lender



                                        By:

                                        Its:





                                       18
<PAGE>
                                        UNION BANK OF CALIFORNIA, N.A.,
                                        Individually as a Lender



                                        By:

                                        Its:




                                       19
<PAGE>
                                        BANK OF HAWAII, Individually as a Lender



                                        By:

                                        Its:




                                       20
<PAGE>
                                        THE BANK OF NEW YORK, Individually as a
                                        Lender



                                        By: /s/ Brendan Nedzi

                                        Its: Senior Vice President





                                       21
<PAGE>
                                        BNP PARIBAS, Individually as a Lender



                                        By:

                                        Its:




                                        By:

                                        Its:





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



                                        By:

                                        Its:




                                       23
<PAGE>
                                        THE FUJI BANK, LIMITED, Individually as
                                        a Lender



                                        By:

                                        Its:





                                       24
<PAGE>
                                        SUMITOMO MITSUI BANKING CORPORATION,
                                        Individually as a Lender



                                        By:

                                        Its:





                                       25
<PAGE>
                                        WELLS FARGO BANK ALASKA, N.A. f/k/a
                                        NATIONAL BANK OF ALASKA, Individually as
                                        a Lender



                                        By:

                                        Its:



                                       26
<PAGE>
                                        ALLFIRST BANK, Individually as a Lender



                                        By:

                                        Its:



                                       27