CREDIT, GUARANTY, SECURITY AND PLEDGE AGREEMENT

                          Dated as of October 30, 2003

                                      among

                               GCI HOLDINGS, INC.
                                   as Borrower

                                       and

                        THE GUARANTORS REFERRED TO HEREIN

                                       and

                         THE LENDERS REFERRED TO HEREIN

                                       and

                         CREDIT LYONNAIS NEW YORK BRANCH
      as Administrative Agent, Issuing Bank, Co-Bookrunner and Co-Arranger

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION
              as Documentation Agent, Co-Arranger and Co-Bookrunner

                                       and

                        CIT LENDING SERVICES CORPORATION
                              as Syndication Agent
<PAGE>

                                                          Table of Contents
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1.       DEFINITIONS.............................................................................................2

2.       THE LOANS..............................................................................................22

         SECTION 2.1.          Revolving Loans..................................................................22

         SECTION 2.2.          Term Loan........................................................................22

         SECTION 2.3.          Making of Loans..................................................................22

         SECTION 2.4.          Notes; Repayment of the Loans....................................................24

         SECTION 2.5.          Interest.........................................................................25

         SECTION 2.6.          Commitment Fees and Other Fees...................................................26

         SECTION 2.7.          Mandatory Termination or Reduction of Commitments................................27

         SECTION 2.8.          Default Interest; Alternate Rate of Interest.....................................28

         SECTION 2.9.          Continuation and Conversion of Loans.............................................28

         SECTION 2.10.         Prepayment of Loans..............................................................29

         SECTION 2.11.         Reimbursement of Loss............................................................31

         SECTION 2.12.         Change in Circumstances..........................................................32

         SECTION 2.13.         Change in Legality...............................................................35

         SECTION 2.14.         Manner of Payments...............................................................35

         SECTION 2.15.         United States Withholding........................................................35

         SECTION 2.16.         Interest Adjustments.............................................................37

         SECTION 2.17.         Swingline Loans..................................................................38

         SECTION 2.18.         Letters of Credit................................................................39

3.       REPRESENTATIONS AND WARRANTIES.........................................................................42

         SECTION 3.1.          Organization and Qualification...................................................42

         SECTION 3.2.          Due Authorization; Validity......................................................43

         SECTION 3.3.          Conflicting Agreements and Other Matters.........................................43

         SECTION 3.4.          Financial Statements.............................................................43

         SECTION 3.5.          Litigation.......................................................................44

         SECTION 3.6.          Compliance With Laws Regulating the Incurrence of Indebtedness...................44

         SECTION 3.7.          Licenses, Title to Properties, and Related Matters...............................44

         SECTION 3.8.          Outstanding Indebtedness and Liens...............................................45
</TABLE>

                                       i
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                                                          Table of Contents
                                                             (Continued)
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         SECTION 3.9.          Taxes............................................................................45

         SECTION 3.10.         Compliance with ERISA............................................................45

         SECTION 3.11.         Environmental Laws...............................................................46

         SECTION 3.12.         Disclosure.......................................................................47

         SECTION 3.13.         Investments......................................................................47

         SECTION 3.14.         Intellectual Property............................................................47

         SECTION 3.15.         Labor Matters....................................................................47

         SECTION 3.16.         Security Interest; Other Security................................................48

         SECTION 3.17.         Agreements.......................................................................48

         SECTION 3.18.         Bank Accounts....................................................................48

4.       CONDITIONS OF LENDING..................................................................................48

         SECTION 4.1.          Conditions Precedent to Initial Revolving Loans, Term Loans or Letter of Credit..48

         SECTION 4.2.          Conditions Precedent to Each Loan and Letter of Credit...........................52

5.       AFFIRMATIVE COVENANTS..................................................................................53

         SECTION 5.1.          Compliance with Laws and Payment of Indebtedness.................................53

         SECTION 5.2.          Insurance........................................................................53

         SECTION 5.3.          Inspection Rights................................................................54

         SECTION 5.4.          Records and Books of Account; Changes in GAAP....................................54

         SECTION 5.5.          Reporting Requirements...........................................................54

         SECTION 5.6.          Use of Proceeds..................................................................57

         SECTION 5.7.          Maintenance of Existence and Assets..............................................57

         SECTION 5.8.          Payment of Taxes.................................................................57

         SECTION 5.9.          ERISA Plan Compliance and Reports................................................57

         SECTION 5.10.         Authorizations and Material Agreements...........................................58

         SECTION 5.11.         Further Assurances...............................................................58

         SECTION 5.12.         Public Debt Rating...............................................................58

         SECTION 5.13.         Subsidiaries.....................................................................58

6.       NEGATIVE COVENANTS.....................................................................................59

         SECTION 6.1.          Indebtedness.....................................................................59
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                                       ii
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                                                             (Continued)
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         SECTION 6.2.          Contingent Liabilities...........................................................59

         SECTION 6.3.          Liens............................................................................59

         SECTION 6.4.          Dispositions of Assets...........................................................59

         SECTION 6.5.          Distributions and Restricted Payments............................................60

         SECTION 6.6.          Merger; Consolidation............................................................60

         SECTION 6.7.          Business.........................................................................60

         SECTION 6.8.          Transactions with Affiliates.....................................................60

         SECTION 6.9.          Loans and Investments............................................................61

         SECTION 6.10.         Fiscal Year and Accounting Method................................................61

         SECTION 6.11.         Total Leverage Ratio.............................................................61

         SECTION 6.12.         Senior Secured Leverage Ratio....................................................61

         SECTION 6.13.         Interest Coverage Ratio..........................................................62

         SECTION 6.14.         Capital Expenditures.............................................................62

         SECTION 6.15.         Issuance of Partnership Interest and Capital Stock; Amendment of Articles
                               and By-Laws......................................................................62

         SECTION 6.16.         Change of Ownership..............................................................62

         SECTION 6.17.         Sale and Leaseback...............................................................62

         SECTION 6.18.         Compliance with ERISA............................................................63

         SECTION 6.19.         Derivative Exposure..............................................................63

         SECTION 6.20.         Sale of Receivables..............................................................63

         SECTION 6.21.         Amendments to Material Agreements................................................63

         SECTION 6.22.         Limitation on Restrictive Agreements.............................................63

7.       EVENTS OF DEFAULT......................................................................................64

         SECTION 7.1.          Events of Default................................................................64

         SECTION 7.2.          Remedies Upon Default............................................................68

         SECTION 7.3.          Cumulative Rights................................................................68

         SECTION 7.4.          Waivers..........................................................................68

         SECTION 7.5.          Performance by the Administrative Agent or any Lender............................68

         SECTION 7.6.          Expenditures.....................................................................69

         SECTION 7.7.          Control..........................................................................69
</TABLE>


                                      iii
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                                                          Table of Contents
                                                             (Continued)
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8.       GRANT OF SECURITY INTEREST; REMEDIES...................................................................69

         SECTION 8.1.          Security Interests...............................................................69

         SECTION 8.2.          Use of Collateral................................................................69

         SECTION 8.3.          Transaction Parties to Hold in Trust.............................................69

         SECTION 8.4.          Collections, etc.................................................................70

         SECTION 8.5.          Possession, Sale of Collateral, etc..............................................70

         SECTION 8.6.          Application of Proceeds on Default...............................................71

         SECTION 8.7.          Power of Attorney................................................................71

         SECTION 8.8.          Financing Statements, Direct Payment, Confirmation of Receivables................72

         SECTION 8.9.          Termination......................................................................72

         SECTION 8.10.         Remedies Not Exclusive...........................................................72

         SECTION 8.11.         Release of Collateral............................................................72

         SECTION 8.12.         Continuation and Reinstatement...................................................73

         SECTION 8.13.         Regulatory Approvals.............................................................73

9.       GUARANTY...............................................................................................73

         SECTION 9.1.          Guaranty.........................................................................74

         SECTION 9.2.          No Impairment of Guaranty, etc...................................................75

         SECTION 9.3.          Continuation and Reinstatement, etc..............................................75

         SECTION 9.4.          Limitation on Guaranteed Amount etc..............................................76

10.      PLEDGE.................................................................................................76

         SECTION 10.1.         Pledge...........................................................................76

         SECTION 10.2.         Covenant.........................................................................77

         SECTION 10.3.         Registration in Nominee Name; Denominations......................................77

         SECTION 10.4.         Voting Rights; Dividends; etc....................................................77

         SECTION 10.5.         Remedies Upon Default............................................................78

         SECTION 10.6.         Application of Proceeds of Sale and Cash.........................................79

         SECTION 10.7.         Securities Act, etc..............................................................79

         SECTION 10.8.         Continuation and Reinstatement...................................................80

         SECTION 10.9.         Asset Sales......................................................................80
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                                       iv
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                                                             (Continued)
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         SECTION 10.10.        Termination......................................................................80

11.      CASH COLLATERAL ACCOUNT................................................................................80

         SECTION 11.1.         Cash Collateral Account..........................................................81

         SECTION 11.2.         Investment of Funds..............................................................81

         SECTION 11.3.         Grant of Security Interest.......................................................81

         SECTION 11.4.         Remedies.........................................................................82

12.      THE ADMINISTRATIVE AGENT...............................................................................82

         SECTION 12.1.         Administration by the Administrative Agent.......................................82

         SECTION 12.2.         Payments.........................................................................83

         SECTION 12.3.         Sharing of Setoffs and Cash Collateral...........................................83

         SECTION 12.4.         Notice to the Lenders............................................................83

         SECTION 12.5.         Liability of Administrative Agent and Issuing Bank...............................84

         SECTION 12.6.         Reimbursement and Indemnification................................................84

         SECTION 12.7.         Rights of Administrative Agent...................................................85

         SECTION 12.8.         Independent Investigation by Lenders.............................................85

         SECTION 12.9.         Agreement of Required Lenders....................................................85

         SECTION 12.10.        Notice of Transfer...............................................................86

         SECTION 12.11.        Successor Administrative Agent...................................................86

         SECTION 12.12.        Duties and Obligations of Agents.................................................86

13.      MISCELLANEOUS..........................................................................................86

         SECTION 13.1.         Notices..........................................................................86

         SECTION 13.2.         Survival of Agreement, Representations and Warranties, etc.......................87

         SECTION 13.3.         Successors and Assigns; Syndications; Loan Sales; Participations.................87

         SECTION 13.4.         Expenses; Documentary Taxes......................................................91

         SECTION 13.5.         Indemnification of the Agents, the Lenders and the Issuing Bank..................91

         SECTION 13.6.         CHOICE OF LAW....................................................................92

         SECTION 13.7.         WAIVER OF JURY TRIAL.............................................................92

         SECTION 13.8.         No Waiver........................................................................93

         SECTION 13.9.         Extension of Payment Date........................................................93
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                                       v
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                                                             (Continued)
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         SECTION 13.10.        Amendments, etc..................................................................93

         SECTION 13.11.        Severability.....................................................................94

         SECTION 13.12.        SERVICE OF PROCESS...............................................................94

         SECTION 13.13.        Headings.........................................................................95

         SECTION 13.14.        Execution in Counterparts........................................................95

         SECTION 13.15.        Subordination of Intercompany Indebtedness, Receivables and Advances.............95

         SECTION 13.16.        Confidentiality..................................................................96

         SECTION 13.17.        Entire Agreement.................................................................97
</TABLE>


                                       vi
<PAGE>
Schedules

1                 Schedule of Commitments
3.1               Organizational Information
3.3               Required Consents
3.5               Litigation
3.7(a)            Authorizations
3.7(b)            Location of Collateral
3.8               Existing Indebtedness, Contingent Liabilities and Liens
3.11              Environmental Liabilities
3.13              Investments
3.16              Filing Offices
3.17              Material Agreements
3.18              Bank Accounts


Exhibits

A-1               Form of Revolving Note
A-2               Form of Term Note
A-3               Form of Swingline Note
B-1               Form of Opinion of Sherman & Howard L.L.C., counsel to the
                  Borrower, the General Partners and the other Transaction
                  Parties
B-2               Form of Opinion of Mark R. Moderow, corporate counsel of GCI
B-3               Form of Opinion of Hartig Rhodes Hoge & Lekisch, P.C., Alaska
                  counsel to the Borrower and the other Transaction
                  Parties
B-4               Form of Opinion of Drinker, Biddle & Reath LLP, FCC counsel to
                  the Borrower and GCI
C                 Form of Assignment and Acceptance
D                 Form of Borrowing Certificate
E                 Form of Compliance Certificate
F                 Form of Confidentiality Letter
G                 Form of Instrument of Assumption and Joinder
H                 Form of Amendment to Deed of Trust
I-1               Form of Account Control Agreement
I-2               Form of Amendment to Account Control Agreement


                                      vii
<PAGE>
                    CREDIT, GUARANTY, SECURITY AND PLEDGE AGREEMENT dated as of
                    October 30, 2003 (as amended, supplemented or otherwise
                    modified, renewed or replaced from time to time, the "Credit
                    Agreement"), among (i) GCI HOLDINGS, INC., an Alaska
                    corporation (the "Borrower"), (ii) the Guarantors referred
                    to herein, (iii) the Lenders referred to herein, (iv)
                    GENERAL ELECTRIC CAPITAL CORPORATION, as documentation
                    agent, co-arranger and co-bookrunner, (v) CIT LENDING
                    SERVICES CORPORATION, as syndication agent and (vi) CREDIT
                    LYONNAIS NEW YORK BRANCH, as administrative agent for the
                    Lenders, issuing bank, co-bookrunner and co-arranger,.


                             INTRODUCTORY STATEMENT

                  All terms not otherwise defined above or in this Introductory
Statement are as defined in Article 1 hereof or as defined elsewhere herein.

                  The Borrower has requested that the Lenders provide a
revolving credit facility in the amount of $50,000,000 and term loan facility in
the amount of $170,000,000, which will be used (i) to refinance all of the
outstanding indebtedness of the Borrower and certain Affiliates under the
Existing Credit Agreement (defined herein), (ii) to finance the payment of
certain fees and expenses of the Borrower related hereto and (iii) for general
corporate purposes (including Capital Expenditures).

                  To provide assurance for the repayment of the Loans and all
other Obligations of the Borrower hereunder, the Borrower and the other
Transaction Parties will, among other things, provide or cause to be provided to
the Administrative Agent, for the benefit of the Lenders, the following (each as
more fully described herein):

                  (i)   a first priority security interest from each of the
                        Transaction Parties in the Collateral pursuant to
                        Article 8 hereof;

                  (ii)  a guarantee of the Obligations by each of the Guarantors
                        pursuant to Article 9 hereof;

                  (iii) a first priority pledge by GCII of all of the issued and
                        outstanding shares of the capital stock of the Borrower;
                        and

                  (iv)  a first priority pledge by each of the Pledgors of all
                        of the issued and outstanding shares of capital stock,
                        partnership interests and other equity interests of each
                        of the Restricted Subsidiaries owned by such Pledgors
                        pursuant to Article 10 hereof.

                  Subject to the terms and conditions set forth herein, the
Administrative Agent is willing to act as agent for the Lenders and each Lender
is willing to make Loans to the Borrower in an aggregate amount not in excess of
its Revolving Commitment or Term Loan Commitment (as applicable) set forth on
the Schedule of Commitments.
<PAGE>
                  Accordingly, the parties hereto hereby agree as follows:

1.       DEFINITIONS

                  For the purposes hereof unless the context otherwise requires,
all Section references herein shall be deemed to correspond with Sections
herein, the following terms shall have the meanings indicated, all accounting
terms not otherwise defined herein shall have the respective meanings accorded
to them under GAAP and all terms defined in the UCC and not otherwise defined
herein shall have the respective meanings accorded to them therein. Unless the
context otherwise requires, any of the following terms may be used in the
singular or the plural, depending on the reference:

                  "Account Control Agreement" shall mean an account control
agreement substantially in the form of Exhibit I-1 hereto or in a form
reasonably acceptable to the Administrative Agent, as the same may be amended,
supplemented or otherwise modified, renewed or replaced from time to time.

                   "Administrative Agent" shall mean Credit Lyonnais New York
Branch, in its capacity as Administrative Agent for the Lenders hereunder, or
such successor Administrative Agent as may be appointed pursuant to Section
12.11 of this Credit Agreement.

                  "Affiliate" shall mean any Person which, directly or
indirectly, is in control of, is controlled by or is under common control with,
another Person. For purposes of this definition, a Person shall be deemed to be
"controlled by" another Person if such latter Person possesses, directly or
indirectly, power either to direct or cause the direction of the management and
policies of such controlled Person whether by contract or otherwise.

                  "Affiliated Group" shall mean a group of Persons, each of
which is an Affiliate of at least one other Person in the group.

                  "Agents" shall mean, collectively, the Administrative Agent,
the Syndication Agent and the Documentation Agent.

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum equal to the greater of (a) the Prime Rate in effect on such day and (b)
the Federal Funds Rate in effect for such day plus 1/2 of 1%. For purposes
hereof, "Prime Rate" shall mean the rate of interest per annum established from
time to time by the Administrative Agent as its prime rate, which rate may not
be the lowest rate of interest charged by the Administrative Agent to its
customers. "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, on such day, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York; provided, that (i) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (ii) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate quoted to the Administrative
Agent on such day on such transactions as determined by the Administrative
Agent. If the Administrative Agent shall have determined (which determination


                                       2
<PAGE>
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Rate for any reason, including (without limitation) the inability
or failure of the Administrative Agent to obtain quotations in accordance with
the terms hereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal
Funds Rate, respectively.

                  "Alternate Base Rate Loan" shall mean a Loan based on the
Alternate Base Rate in accordance with the provisions of Article 2 hereof.

                  "Amendment to Account Control Agreement" shall mean an
amendment to the Account Control Agreement executed in connection with the
Existing Credit Agreement substantially in the form of Exhibit I-2 hereto.

                  "Annualized Operating Cash Flow" means, as of any date of
determination, the product of two times EBITDA for the two most recently ended
fiscal quarters for which financial statements have been provided to the
Administrative Agent pursuant to Section 5.5 hereof.

                  "Applicable Law" shall mean all provisions of statutes, rules,
regulations and orders of the United States or foreign governmental bodies or
regulatory agencies applicable to the Person in question, and all orders and
decrees of all courts and arbitrators in proceedings or actions in which the
Person in question is a party.

                  "Applicable Margin" shall mean:

           (a)    for Revolving Loans a percentage determined as follows:
<TABLE>
<CAPTION>
                    Level             Total Leverage Ratio       Applicable Margin for   Applicable Margin for
                                                                 Alternate Base Rate     Eurodollar Loans
                                                                       Loans
                    ----------------- -------------------------- ----------------------- -----------------------
                    <S>               <C>                        <C>                     <C>
                    I                 >3.75                      2.00%                   3.50%
                                      -

                    II                >3.25 but <3.75            1.75%                   3.25%
                                      -


                    III               >2.75 but <3.25            1.50%                   3.00%
                                      -


                    IV                < 2.75                     1.25%                   2.75%
</TABLE>

; provided, however, that the initial pricing will be set at Level II and shall
not be lower than Level II until the later of six months after the Closing Date
and the date upon which the Borrower has delivered the financial statements and
compliance certificates contemplated by Sections 5.5(a) and (d) hereof for the
fiscal quarter ending March 31, 2004; and

         (b)      for Term Loans, (i) in the case of Alternate Base Rate Loans,
1.75% and (ii) in the case of Eurodollar Loans, 3.25%.


                                       3
<PAGE>
                  "Approved Fund" means, with respect to any Lender that is a
fund investing in bank loans, any other fund, trust or entity that invests in
bank loans and is advised or managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


                  "Asset Sale" means any sale, disposition, liquidation,
conveyance or transfer by the Borrower or any Restricted Subsidiary of any
Property (or portion thereof) or an interest (other than Permitted Encumbrances)
therein.


                  "Assignment and Acceptance" shall mean an agreement in the
form of Exhibit C hereto, executed by the assignor, assignee and any other
parties as contemplated thereby.

                  "Auditor" means KPMG Peat Marwick, L.L.P., or other
independent certified public accountants selected by the Borrower and acceptable
to Administrative Agent.

                  "AUSP" means Alaska United Fiber System Partnership, an Alaska
general partnership and Restricted Subsidiary, which is a wholly owned indirect
Subsidiary of the Borrower.

                  "Authorizations" means all filings, recordings and
registrations with, and all validations or exemptions, approvals, orders,
authorizations, consents, licenses, certificates and permits from, the FCC,
applicable public utilities and other federal, state and local regulatory or
governmental bodies and authorities or any subdivision thereof, including,
without limitation, FCC Licenses.

                  "Authorized Officer" shall mean, with respect to the Borrower,
the President, any Vice President, the Treasurer or the Secretary.

                  "Board" shall mean the Board of Governors of the Federal
Reserve System of the United States of America.

                  "Borrowing" shall mean (i) a group of Loans of a single
interest rate type made by the Lenders on a single date and as to which a single
Interest Period is in effect or (ii) a Swingline Loan.

                  "Borrowing Certificate" shall mean a borrowing certificate,
substantially in the form of Exhibit D hereto, to be delivered by the Borrower
to the Administrative Agent in connection with each Borrowing.

                  "Business Day" shall mean any day other than a Saturday,
Sunday or other day on which banks are required or permitted to close in the
State of New York; provided, however, that when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in Dollar deposits on the London Interbank
Market.

                  "Capital Expenditures" means the aggregate amount of all
purchases or acquisitions of items considered to be capital items under GAAP,
and in any event shall include


                                       4
<PAGE>
the aggregate amount of items leased or acquired under Capital Leases at the
cost of the item, and the acquisition of realty, tools, equipment, and fixed
assets, and any deferred costs associated with any of the foregoing.

                  "Capital Lease" shall mean, with respect to any Person, any
lease of any property (whether real, personal or mixed) by that Person as lessee
which, in accordance with GAAP, is or should be accounted for as a capital lease
on the balance sheet of that Person.

                  "Capital Stock" means, as to any Person, the equity interests
in such Person, including, without limitation, the shares of each class of
capital stock of any Person that is a corporation and each class of partnership
interests (including, without limitation, general, limited and preference units)
in any Person that is a partnership.

                  "Cash Collateral Account" shall have the meaning given such
term in Section 11.1 hereof.

                  "Cash Equivalents" shall mean (i) marketable securities issued
or directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality thereof (provided that the full faith and credit
of the United States of America is pledged in support thereof) having maturities
of not more than twelve months from the date of acquisition, (ii) Dollar
denominated time deposits, demand deposits, certificates of deposit,
acceptances, prime commercial paper or repurchase obligations for underlying
securities of the types described in clause (i), in each case, entered into with
a Lender or a commercial bank having a short-term deposit rating of at least A-2
or the equivalent thereof by Standard & Poor's or at least P-2 or the equivalent
thereof by Moody's Investors Service, Inc. and having a maturity of not more
than twelve months from the date of acquisition, or (iii) Dollar denominated
commercial paper with a rating of A-1 or A-2 or the equivalent thereof by
Standard & Poor's or P-1 or P-2 or the equivalent thereof by Moody's Investors
Service, Inc. and maturing within twelve months after the date of acquisition.

                  "Change of Control" shall mean (i) any Person, Affiliated
Group or group (such term being used as defined in the Securities Exchange Act
of 1934, as amended) acquiring ownership or control of in excess of 35% of the
Capital Stock having voting power to vote in the election of the Board of
Directors of the Borrower either on a fully diluted basis or based solely on the
voting stock then outstanding, (ii) if at any time, individuals who at the date
hereof constituted the Board of Directors of the Borrower (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Borrower, as the case may be, was approved
by a vote of the majority of the directors then still in office who were either
directors at the date hereof or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Borrower then in office, (iii) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Borrower to any Person or
(iv) the adoption of a plan relating to the liquidation or dissolution of the
Borrower.


                                       5
<PAGE>
                  "Closing Date" shall mean the earliest date on which all
conditions precedent to the making of the initial Loan as set forth in Section
4.1 hereof have been satisfied or waived by all the Lenders.

                  "Code" shall mean the Internal Revenue Code of 1986 and the
rules and regulations issued thereunder, as heretofore amended, as codified at
26 U.S.C. ss.1 et seq. or any successor provision thereto.

                  "Collateral" shall mean, with respect to each Transaction
Party, all of such Transaction Party's right, title and interest in and to real
and personal property, tangible and intangible, wherever located or situated and
whether now owned, presently existing or hereafter acquired or created,
including, but not limited to, goods, accounts, intercompany obligations,
partnership and joint venture interests, contract rights, documents,
instruments, chattel paper, general intangibles, investment property, goodwill,
equipment, machinery (including, without limitation, any spare parts),
inventory, copyrights, trademarks, trade names, patents, insurance proceeds, FCC
Licenses, cash and bank accounts (including, without limitation, any funds on
deposit in any such bank account at any time) and any proceeds or products of
any of the foregoing or income from any of the foregoing in any form, including,
without limitation, any claims against third parties for loss or damage to or
destruction of any or all of the foregoing, provided that Collateral shall not
include property which pursuant to its terms or the terms of any contract, lease
or license related thereto or under Applicable Law may not be pledged or
assigned, to the extent such prohibition on pledge or assignment is enforceable.

                  "Commitment Fees" shall have the meaning given such term in
Section 2.6 hereof.

                  "Commitments" shall mean, collectively, the Revolving
Commitments and the Term Loan Commitments.

                  "Compliance Certificate" means a certificate of an Authorized
Officer of the Borrower acceptable to the Administrative Agent, in the form of
Exhibit E hereto, (a) certifying that such individual has no knowledge that a
Default or Event of Default has occurred and is continuing, or if a Default or
Event of Default has occurred and is continuing, a statement as to the nature
thereof and the action being taken or proposed to be taken with respect thereto,
and (b) setting forth detailed calculations with respect to each of the
covenants described in Sections 6.11, 6.12, 6.13 and 6.14 hereof.

                  "Contingent Liability" means, as to any Person, any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness or obligation of any other
Person in any manner, whether directly or indirectly, including without
limitation any obligation of such Person, direct or indirect, (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness, (b) to purchase Property or
services for the purpose of assuring the owner of such Indebtedness of its
payment, or (c) to maintain the solvency, working capital, equity, cash flow,
fixed charge or other coverage ratio, or any other financial condition of the
primary obligor so as to enable the primary obligor to pay any Indebtedness or
to comply with any agreement relating


                                       6
<PAGE>
to any Indebtedness or obligation, and shall, in any event, include any
contingent obligation under any letter of credit, application for any letter of
credit or other related documentation.

                   "Credit Exposure" shall mean, without duplication, with
respect to any Lender, the sum of (A) such Lender's aggregate outstanding Loans
plus the current L/C Exposure hereunder and (B) the amount, if any, by which the
sum of such Lender's Revolving Commitment exceeds the amount of its outstanding
Revolving Loans, participations in Letters of Credit and Swingline Loans
hereunder.

                  "Credit Lyonnais" shall mean Credit Lyonnais New York Branch,
in its individual capacity.

                  "Deeds of Trust" shall mean (i) that certain Deed of Trust and
Assignment dated as of January 27, 1998 among AUSP as Grantor, TransAlaska
Summit Title Insurance Agency of Alaska L.L.C. as Trustee and the Administrative
Agent as Beneficiary, which Deed of Trust and Assignment has been recorded in
various recording districts in the State of Alaska, as such Deed of Trust and
Assignment has been and may be further amended, supplemented or otherwise
modified, renewed or replaced from time to time and (ii) those certain Deeds of
Trust and Assignment dated as of January 27, 1998 among AUSP as Grantor, First
American Title Insurance Company as Trustee and the Administrative Agent, which
Deeds of Trust and Assignment have been recorded in the office of the Snohomish
County Auditor and the King County Records and Election Office in the State of
Washington, as such Deeds of Trust and Assignment have been and may be further
amended, supplemented or otherwise modified, renewed or replaced from time to
time.

                  "Debtor Relief Laws" means applicable bankruptcy,
reorganization, moratorium, or similar Applicable Laws, or principles of equity
affecting the enforcement of creditors' rights generally.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Derivative Contract" means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association,
Inc., or any similar or successor organization.

                  "Disqualified Debt" shall mean any indebtedness of GCI or GCII
(including, without limitation, the Senior Notes).


                                       7
<PAGE>
                  "Distribution" means, as to any Person, (a) any declaration or
payment of any distribution or dividend (other than a stock dividend) on, or the
making of any pro rata distribution, loan, advance, or investment to or in any
holder (in its capacity as a partner, shareholder or other equity holder) of,
any partnership interest or shares of capital stock or other equity interest of
such Person, or (b) any purchase, redemption, or other acquisition or retirement
for value of any shares of partnership interest or capital stock or other equity
interest of such Person.

                  "Documentation Agent" shall mean General Electric Capital
Corporation, a New York corporation, in its capacity as documentation agent,
co-arranger and co-bookrunner hereunder.

                  "Dollars" and "$" shall mean lawful money of the United States
of America.

                  "EBITDA" means, for any applicable period, determined in
accordance with GAAP, the consolidated net income (loss) of the Borrower, the
Restricted Subsidiaries, GCI Transport and Satco, for such period taken as a
single accounting period (adjusted, in each case, for extraordinary gains and
losses and the impact of any provision for, or reversal of, up to $13,000,000 of
certain Worldcom accounts receivable), plus the sum of the following amounts for
such period to the extent included in the determination of such consolidated net
income: (a) depreciation expense, plus (b) amortization expense and other
non-cash charges reducing income, plus (c) interest expense, plus (d) cash
income tax expense for the Borrower, Restricted Subsidiaries, GCI Transport and
Satco, plus (e) deferred income Taxes for the Borrower, Restricted Subsidiaries,
GCI Transport and Satco, minus (f) proceeds from one-time fiber sales (including
IRUs and long term leases which do not provide for periodic payments to be made
at least semi-annually during the term of such transaction in proportion to the
availability of capacity) which are received in a lump sum, provided, that the
calculation is made after giving effect to acquisitions and dispositions of
assets of the Borrower or any Restricted Subsidiary during such period as if
such transactions had occurred on the first day of such period.

                  "Environmental Laws" shall mean any and all federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees or requirements of any Governmental Authority regulating,
relating to or imposing liability or standards of conduct concerning any
Hazardous Material or environmental protection or health and safety, as now or
may at any time hereafter be in effect, including, without limitation, the Clean
Water Act also known as the Federal Water Pollution Control Act, 33 U.S.C. ss.
1251 et seq., the Clean Air Act, 42 U.S.C. ss.ss. 7401 et seq., the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq., the
Surface Mining Control and Reclamation Act, 30 U.S.C. ss.ss. 1201 et seq., the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
ss.9601 et seq., the Superfund Amendments and Reauthorization Act of 1986,
Public Law 99-499, 100 Stat. 1613, the Emergency Planning and Community Right to
Know Act, 42 U.S.C. ss.11001 et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. ss. 6901 et seq., the Occupational Safety and Health Act as
amended, 29 U.S.C. ss. 655 and ss. 657, together, in each case, with any
amendment thereto, and the regulations adopted pursuant thereto.


                                       8
<PAGE>
                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as heretofore and hereafter amended, as codified at 29 U.S.C. ss. 1001
et seq. and applicable regulations promulgated thereunder or any successor
provision thereto.

                  "ERISA Affiliate" shall mean each Person (as defined in
Section 3(a) of ERISA) which is treated as a single employer with any
Transaction Party under Section 414(b), (c), (m) or (o) of the Code.

                  "Eurodollar Loan" shall mean a Loan based on the LIBO Rate in
accordance with the provisions of Article 2 hereof.

                  "Event of Default" shall have the meaning given such term in
Article 7 hereof.

                  "Excess Capital Expenditures" shall mean the aggregate amount
of Capital Expenditures (other than Permitted New Fiber Cap Ex) made during a
given fiscal year in excess of $25,000,000.

                  "Excess Cash Flow" shall mean, for any period for which it is
to be determined, the amount by which the sum of (x) EBITDA for such period plus
(y) one-time fiber sales for such period (including IRUs and long term leases
which do not provide for periodic payments to be made at least semi-annually
during the term of such transaction in proportion to the availability of
capacity) to the extent such fiber sales are not included in EBITDA, exceeds
Fixed Charges during such period.

                  "Existing Credit Agreement" shall mean that certain Credit,
Guaranty, Security and Pledge Agreement, dated as of October 31, 2002, among the
Borrower, as Borrower, the Guarantors referred to therein, the Lenders referred
to therein, Credit Lyonnais New York Branch, as Administrative Agent, Issuing
Bank, Co-Bookrunner and Co-Arranger, General Electric Capital Corporation, as
Documentation Agent, Co-Arranger and Co-Bookrunner and CIT Lending Services
Corporation, as Syndication Agent, as amended by that certain Amendment No. 1
dated as of April 22, 2003 to the Existing Credit Agreement.

                  "FCC" shall mean the Federal Communications Commission or any
Governmental Authority which succeeds to the powers and functions thereof.

                  "FCC Licenses" shall mean (i) any community antenna relay
service, broadcast auxiliary license, earth station registration, business
radio, microwave or special safety radio service license issued by the FCC
pursuant to the Communications Act of 1934, as amended, and (ii) any other
license or permit issued by the FCC from time to time necessary or advisable for
the operation of GCII's, the Borrower's or any of their Restricted Subsidiaries'
respective business.

                  "Fiber Hold" shall mean Fiber Hold Co., Inc., an Alaska
corporation.

                  "Final Maturity Date" shall mean October 31, 2007.

                  "Fixed Charges" means, for any period for which it is to be
determined, the sum of (a) cash Total Interest Expense paid or accrued, plus (b)
scheduled principal on payments of


                                       9
<PAGE>
Indebtedness of GCII, the Borrower, any Restricted Subsidiary, GCI Transport or
Satco (whether by installment or as a result of a scheduled reduction in a
revolving commitment, or otherwise), plus (c) cash taxes paid or accrued for
GCII, the Borrower, its Restricted Subsidiaries, GCI Transport and Satco, plus
(d) all Restricted Payments, plus (e) up to $25,000,000 per rolling four quarter
period of Capital Expenditures (other than Permitted New Fiber Cap Ex) made by
any of GCII, the Borrower, its Restricted Subsidiaries, GCI Transport and Satco.

                  "Fundamental Documents" shall mean this Credit Agreement, the
Notes, the Deeds of Trust, any Account Control Agreement, UCC-1 Financing
Statements and any other ancillary documentation which is required to be, or is
otherwise, executed by any of the Transaction Parties and delivered to the
Administrative Agent in connection with this Credit Agreement or any other
Fundamental Document.

                  "Funded Indebtedness" means, without duplication, with respect
to any Person, all (a) Indebtedness having a final maturity (or extendable at
the option of the obligor for a period ending) more than one year after the date
of creation thereof, notwithstanding the fact that payments are required to be
made less than one year after such date, (b) Capital Lease obligations (without
duplication), (c) reimbursement obligations relating to letters of credit
(without duplication), (d) Contingent Liabilities relating to any of the
foregoing (without duplication), (e) Withdrawal Liability, (f) payments due
under Non-Compete Agreements, and (g) payments due for the deferred purchase
price of property and services (including, without limitation, IRUs, but
excluding trade payables that are less than 120 days old and any thereof that
are being contested in good faith).

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America consistently applied (except for accounting changes
in response to FASB releases, or other authoritative pronouncements).

                  "GCI" shall mean General Communication, Inc., an Alaska
corporation, and immediate parent and holder of 100% of the Capital Stock of
GCII.

                  "GCI Cable" shall mean GCI Cable, Inc., an Alaska corporation.

                  "GCI Communication" shall mean GCI Communication Corp., an
Alaska corporation.

                  "GCI Fiber" shall mean GCI Fiber Co., Inc., an Alaska
corporation.

                  "GCI Transport" shall mean GCI Transport Co., Inc., an Alaska
corporation.

                  "GCII" means GCI, Inc., an Alaska corporation, and immediate
parent and holder of 100% of the Capital Stock of the Borrower.

                  "General Partner" shall mean GCI Fiber and/or Fiber Hold.

                  "Governmental Authority" shall mean any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case whether of the United States or a
foreign jurisdiction.


                                       10
<PAGE>
                  "Guarantors" means GCII and each Restricted Subsidiary and
each other Person from time to time guaranteeing payment of the Obligations to
the Administrative Agent and Lenders.

                  "Guaranty" of a Person means any agreement by which such
Person assumes, guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise becomes liable upon, the obligation of
any other Person, or agrees to maintain the net worth or working capital or
other financial condition of any other Person, or otherwise assures any creditor
or such other Person against loss, including, without limitation, any agreement
which assures any creditor or such other Person payment or performance of any
obligation, or any take-or-pay contract and shall include, without limitation,
the contingent liability of such Person in connection with any application for a
letter of credit (without duplication of any amount already included in its
Indebtedness).

                  "Hazardous Materials" shall mean any flammable materials,
explosives, radioactive materials, hazardous materials, hazardous wastes,
hazardous or toxic substances, or similar materials defined in any Environmental
Law.

                  "Indebtedness" shall mean (without double counting), at any
time and with respect to any Person, (i) indebtedness of such Person for
borrowed money (whether by loan or the issuance and sale of debt securities) or
for the deferred purchase price of property or services purchased (other than
amounts constituting trade payables payable within 120 days and arising in the
ordinary course of business); (ii) obligations of such Person in respect of
letters of credit, acceptance facilities, or drafts or similar instruments
issued or accepted by banks and other financial institutions for the account of
such Person; (iii) obligations of such Person under Capital Leases; (iv)
deferred payment obligations of such Person resulting from the adjudication or
settlement of any litigation to the extent not already reflected as a current
liability on the balance sheet of such Person and (v) Indebtedness of others of
the type described in clauses (i), (ii), (iii) and (iv) hereof which such Person
has (a) directly or indirectly assumed or guaranteed in connection with a
Guaranty or (b) secured by a Lien on the assets of such Person, whether or not
such Person has assumed such indebtedness.

                  "Indenture" means the Indenture dated as of August 1, 1997,
between GCII and The Bank of New York, as Trustee, providing for the Senior
Notes, as the same may be amended, restated or otherwise modified, renewed or
replaced pursuant to the terms hereof and thereof.

                  "Initial Date" shall mean (i) in the case of the
Administrative Agent, the date hereof, (ii) in the case of each Lender which is
an original party to this Credit Agreement, the date hereof and (iii) in the
case of any other Lender, the effective date of the Assignment and Acceptance
pursuant to which it became a Lender.

                  "Instrument of Assumption and Joinder" shall mean an
instrument of assumption and joinder duly executed by the applicable Subsidiary
party thereto and substantially in the form of Exhibit G hereto.


                                       11
<PAGE>
                  "Insufficiency" means, with respect to any Plan, the amount,
if any, of its unfunded benefit liabilities within the meaning of Section
4001(a) (18) of ERISA.

                  "Insurance Proceeds Account" shall have the meaning given to
such term in Section 5.2(f) hereof.

                  "Interest Coverage Ratio" means as of any date of
determination, the ratio of (a) Annualized Operating Cash Flow to (b) Total
Interest Expense for the most recently completed four fiscal quarters.

                  "Interest Deficit" shall have the meaning given such term in
Section 2.16.

                  "Interest Payment Date" shall mean (i) as to any Eurodollar
Loan having an Interest Period of one, two or three months, the last day of such
Interest Period, (ii) as to any Eurodollar Loan having an Interest Period of
more than three months, the last day of such Interest Period and, in addition,
each date during such Interest Period that would be the last day of an Interest
Period commencing on the same day as the first day of such Interest Period but
having a duration of three months or any integral multiple thereof and (iii)
with respect to Alternate Base Rate Loans (other than a Swingline Loan), the
last Business Day of each March, June, September and December (commencing the
last Business Day of December 2003) and (iv) with respect to any Swingline Loan,
the day that such Loan is required to be repaid.

                  "Interest Period" shall mean as to any Eurodollar Loan, the
period commencing on the date of such Loan or the last day of the preceding
Interest Period and ending on the numerically corresponding day (or if there is
no corresponding day, the last day) in the calendar month that is one, two,
three or six months thereafter as the Borrower may elect; provided, however,
that (i) if any Interest Period would end on a day which shall not be a Business
Day, such Interest Period shall be extended to the next succeeding Business Day,
unless such next succeeding Business Day would fall in the next calendar month,
in which case, such Interest Period shall end on the next preceding Business Day
and (ii) no Interest Period may be selected which would end later than the Final
Maturity Date.

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, synthetic caps, collars and
floors or other financial agreement or arrangement designed to protect the
Borrower against fluctuations in interest rates.

                  "Investment" shall mean any stock, evidence of indebtedness or
other securities of any Person, any loan, advance, contribution of capital,
extension of credit or commitment therefor, including without limitation the
guarantee of loans or obligations of others, and any purchase of (i) any
securities of another Person or (ii) any business or undertaking of any Person
or any commitment or option to make any such purchase.

                  "IRU" shall mean any agreement whereby a Transaction Party
acquires the exclusive and irrevocable right to use conduit, dark fiber, lit
fiber (including associated electronic and/or optical components) or other
telecommunications network facilities, owned by another Person for such
Transaction Party's own network use, but not the right to physical possession
and control of such facilities, and without regard to whether such agreement
should be characterized as a lease or as a conveyance of an ownership interest.


                                       12
<PAGE>
                  "Issuing Bank" means Credit Lyonnais New York Branch, in its
capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as may be appointed pursuant to Section 2.18(h) hereto.

                  "L/C Exposure" shall mean, at any time, the amount expressed
in Dollars of the aggregate face amount of all drafts which may then or
thereafter be presented by beneficiaries under all Letters of Credit then
outstanding plus (without duplication), the face amount of all drafts which have
been presented or accepted under all Letters of Credit but have not yet been
paid or have been paid but not reimbursed, whether directly or from the proceeds
of a Loan hereunder.

                  "Lender" and "Lenders" shall mean the financial institutions
whose names appear at the foot hereof as lenders and any assignee of a Lender
pursuant to Section 13.3(b). Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                  "Lending Office" shall mean, with respect to any Lender, the
branch or branches (or affiliate or affiliates) from which such Lender's
Eurodollar Loans or Alternate Base Rate Loans, as the case may be, are made or
maintained and for the account of which all payments of principal of, and
interest on, such Lender's Eurodollar Loans or Alternate Base Rate Loans are
made, as notified to the Administrative Agent from time to time.

                  "Letter of Credit" means any Letter of Credit issued pursuant
to this Credit Agreement.

                  "LIBO Rate" shall mean, with respect to the Interest Period
for a Eurodollar Loan, an interest rate per annum equal to the quotient (rounded
upwards to the next 1/100 of 1%) of (A) the average of the rates at which Dollar
deposits approximately equal in principal amount to the Administrative Agent's
portion of such Eurodollar Loan and for a maturity equal to the applicable
Interest Period are offered to the Lending Office of the Administrative Agent in
immediately available funds in the London Interbank Market for Eurodollars at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period divided by (B) one minus the applicable
statutory reserve requirements of the Administrative Agent, expressed as a
decimal (including, without duplication or limitation, basic, supplemental,
marginal and emergency reserves), from time to time in effect under Regulation D
or similar regulations of the Board. It is agreed that for purposes of this
definition, Eurodollar Loans made hereunder shall be deemed to constitute
Eurocurrency Liabilities as defined in Regulation D and to be subject to the
reserve requirements of Regulation D.

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien, easement or charge of any kind whatsoever (including any
conditional sale or other title retention agreement, any lease in the nature
thereof or the agreement to grant a security interest at a future date).

                  "Litigation" means any proceeding, claim, lawsuit,
arbitration, and/or investigation conducted or threatened by or before any
Governmental Authority, including without limitation proceedings, claims,
lawsuits, and/or investigations under or pursuant to any


                                       13
<PAGE>
environmental, occupational, safety and health, antitrust, unfair competition,
securities, Tax, or other Applicable Law, or under or pursuant to any contract,
agreement, or other instrument.

                  "Loans" shall mean the Revolving Loans, the Swingline Loans
and the Term Loan.

                  "Mandate Letter" shall mean that certain letter agreement
dated as of September 23, 2003 among the Borrower, GCI and the Administrative
Agent related to, among other things, the payment of certain fees.

                  "Margin Stock" shall be as defined in Regulation U of the
Board.

                  "Material Adverse Effect" shall mean any event or condition
that (a) has a material adverse effect on the business, assets, properties,
operations, condition (financial or otherwise) or prospects of the Borrower, (b)
materially impairs the ability of the Borrower or any other Transaction Party to
perform any of their respective obligations under any Fundamental Document to
which it is or will be a party or (c) materially and adversely affects the Lien
granted to the Administrative Agent for the benefit of the Lenders and the
Issuing Bank under any Fundamental Document or materially impairs the validity
or enforceability of, or materially impairs the rights or remedies available to
the Lenders and the Issuing Bank under, any Fundamental Document; provided,
however, that any event or condition will be deemed to have a "Material Adverse
Effect", if such event or condition when taken together with all other events or
conditions occurring or in existence at such time (including all other events
and conditions which, but for the fact that any representation or warranty
contained herein is subject to a "Material Adverse Effect" exception, would
cause such representation or warranty to be untrue) would result in a "Material
Adverse Effect", even though, individually, such event or condition would not do
so.

                  "Material Agreement" shall mean each of those agreements
listed on Schedule 3.17 attached hereto.

                  "Maximum Amount" means the maximum amount of interest which,
under Applicable Law, the Administrative Agent, the Issuing Bank or any Lender
is permitted to charge on the Obligations.

                  "Multiemployer Plan" means a plan described in Section
4001(a)(3) of ERISA, to which any Transaction Party or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.

                  "Net Cash Proceeds" means the gross cash proceeds received by
the Borrower or any Restricted Subsidiary in connection with or as a result of
any Asset Sale (including, without limitation, as applicable, all cash proceeds
received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received), minus (so
long as each of the following are estimated in good faith by the Vice President
- Chief Financial Officer of the Borrower or such Restricted Subsidiary and
certified to the Lenders in reasonable detail by an Authorized Officer) (a)
amounts paid or reasonably reserved in good faith, if any, for taxes payable
with respect to such Asset Sale in an amount equal to the tax


                                       14
<PAGE>
liability of the Borrower or any Affiliate of the Borrower in respect of such
sale (taking into account all other tax benefits of each of the parties) and (b)
reasonable and customary transaction costs payable by the Borrower or any
Restricted Subsidiary related to such sale.

                  "Non-Compete Agreement" means any agreement or related set of
agreements under which the Borrower or any Restricted Subsidiary agrees to pay
money in one or more installments to one or more Persons in exchange for
agreements from such Persons to refrain from competing with the Borrower or such
Restricted Subsidiary in a certain line of business in a specific geographical
area for a certain time period, or pursuant to which any Person agrees to limit
or restrict its right to engage, directly or indirectly, in the same or similar
industry for any period of time for any geographic location.

                  "Non-Consenting Lender" shall have the meaning given to such
term in Section 13.10(c) hereof.

                  "Notes" shall mean the Revolving Notes, the Term Notes and the
Swingline Note.

                  "Obligations" shall mean the obligation of the Borrower to
make due and punctual payment of principal of and interest on the Loans, the
Commitment Fees, any reimbursement obligations in respect of Letters of Credit
and all other monetary obligations of the Borrower owed to the Administrative
Agent or any Lender under this Credit Agreement, the Notes, any other
Fundamental Document or the Mandate Letter and all amounts payable by the
Borrower to any Lender under any Interest Rate Protection Agreement as to which
the Administrative Agent shall have received written notice thereof within 10
Business Days after execution of such Interest Rate Protection Agreement.

                  "Outstanding Revolver" shall mean, with respect to any period,
the average daily outstanding principal amount of Revolving Loans plus the daily
outstanding principal amount of Swingline Loans plus the daily aggregate L/C
Exposure during such period.

                  "Partnership Agreement" shall mean the Partnership Agreement
of AUSP dated as of July 29, 1997 by and between GCI Fiber and Fiber Hold, as
such agreement may be amended from time to time.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any successor thereto.

                  "Permitted Dispositions" shall have the meaning given to such
term in Section 6.4 hereof.

                  "Permitted Encumbrances" shall mean the following Liens:

         (a)      deposits under worker's compensation, unemployment insurance,
old-age pensions and other social security laws or to secure statutory
obligations or surety or appeal bonds or performance or other similar bonds
incurred in the ordinary course of business;

         (b)      Liens for Taxes, assessments or other governmental charges or
levies which are not yet due and payable or the validity or amount of which is
currently being contested in good


                                       15
<PAGE>
faith by appropriate proceedings pursuant to the terms of Section 5.8 hereof and
as to which foreclosure or other enforcement proceedings shall not have been
commenced (unless fully bonded or effectively stayed);

         (c)      Liens which secure outstanding trade payables in amounts not
exceeding $4,000,000 in the aggregate and are incurred in the ordinary course of
business with regard to goods provided or services rendered by common carriers,
landlords, warehousemen, mechanics, and suppliers of materials and equipment;

         (d)      Liens arising out of attachments, judgments or awards as to
which an appeal or other appropriate proceedings for contest or review are
timely commenced (and as to which foreclosure or other enforcement proceedings
shall not have been commenced (unless fully bonded or otherwise effectively
stayed)) and as to which appropriate reserves have been established in
accordance with GAAP;

         (e)      the Liens of the Administrative Agent for the benefit of the
Lenders under this Credit Agreement or any other Fundamental Document;

         (f)      existing Liens set forth on Schedule 3.8 hereto;

         (g)      possessory Liens which (i) occur in the ordinary course of
business, (ii) secure normal trade debt which is not yet due and payable and
(iii) do not secure Indebtedness for borrowed money;

         (h)      Liens arising by virtue of any statutory or common law
provision relating to banker's liens, rights of setoff or similar rights with
respect to deposit accounts of the Borrower;

         (i)      easements, rights of way, restrictions, minor defects or
irregularities in title and other similar encumbrances on real property which do
not materially detract from the value of the property subject thereof or the
conduct of business of the Borrower; and

         (j)      security deposits paid under contracts relating to the
construction or acquisition of up to $58 million of submarine fiber capacity
between Alaska and the lower forty-eight states, which security deposits shall
not cumulatively exceed $8,000,000 in the aggregate during the term of this
Credit Agreement.

                  "Permitted Investments" shall have the meaning given to such
term in Section 6.9 hereof.

                  "Permitted New Fiber Cap Ex" shall mean up to $58,000,000 in
expenditures for the construction or acquisition of submarine fiber capacity
between Alaska and the lower forty-eight states.

                  "Person" shall mean any natural person, corporation,
partnership, limited liability company, trust, Governmental Authority, joint
venture, association, company, estate, unincorporated organization or government
or any agency or political subdivision thereof.


                                       16
<PAGE>
                  "Plan" shall mean an employee benefit plan within the meaning
of Section 3(2) of ERISA, other than a Multiemployer Plan, maintained or
contributed to by any Transaction Party, or any ERISA Affiliate, or otherwise
pursuant to which any Transaction Party could have liability.

                  "Pledged Collateral" shall mean the Pledged Interests and any
proceeds or products thereof or income therefrom, in any form, together with (i)
all profits, dividends and distributions to which a Pledgor shall at any time be
entitled in respect of its Pledged Interests; (ii) all other payments, if any,
due or to become due to a Pledgor in respect of its Pledged Interests, whether
as contractual obligations, damages, insurance proceeds, condemnation awards or
otherwise; (iii) all of a Pledgor's claims, rights, powers, privileges,
authority, options, security interest, liens and remedies, if any, under or
arising out of the ownership of such Pledgor's Pledged Interests; (iv) all
present and future claims, if any, of a Pledgor against the applicable entity in
which such Pledgor owns its Pledged Interests or under or arising out of the
applicable partnership or operating agreement, as applicable, for monies loaned
or advanced, for services rendered or otherwise; (v) to the extent permitted by
Applicable Law, all of a Pledgor's rights, if any, under the applicable
partnership or operating agreement, as applicable, or at law, to exercise and
enforce every right, power, remedy, authority, option and privilege of such
Pledgor relating to its Pledged Interests, including, without limitation, any
power to terminate, cancel or modify the applicable partnership or operating
agreement, as applicable, to execute any instruments and to take any and all
other action on behalf of and in the name of such Pledgor in respect of its
Pledged Interests and the entity in which such Pledgor owns its Pledged
Interests, to make determinations, to exercise any election (including, but not
limited to, election of remedies) or option or to give or receive any notice,
consent, amendment, waiver or approval, together with full power and authority
to demand, receive, enforce or collect any of the foregoing or any property of
the applicable entity, to enforce or execute any checks, or other instruments or
orders, to file any claims and to take any action in connection with any of the
foregoing; and (vi) to the extent not otherwise included, any and all proceeds
(as defined in Section 9-102(a)(64) of the UCC) of any or all of the foregoing.

                  "Pledged Interests" means (a) a first perfected security
interest in 100% of the Capital Stock of the Borrower; and (b) a first perfected
security interest in 100% of the Capital Stock of each Restricted Subsidiary
owned by a Transaction Party, now existing or hereafter formed or acquired.

                  "Pledgor" means a Transaction Party that owns any of the
Pledged Interests.

                  "Prepayment Date" shall have the meaning given such term in
Section 2.10(f) hereof.

                  "Prior Closing Date" shall mean the closing date under the
Existing Credit Agreement.

                  "Projections" shall mean the financial projections of the
Borrower referred to in Section 3.4 hereof.


                                       17
<PAGE>
                  "Property" means all types of real, personal, tangible,
intangible, or mixed property, whether owned in fee simple or leased.

                  "Register" shall have the meaning given such term in Section
13.3(e) hereof.

                  "Replacement Lender" shall have the meaning given to such term
in Section 13.10(c) hereof.

                  "Reportable Event" shall mean any reportable event as defined
in Section 4043(c) of ERISA, other than a reportable event as to which the
30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of
PBGC Regulation Section 4043.

                  "Required Lenders" shall mean the Lenders holding 51% or more
of the aggregate Credit Exposure of all Lenders.

                  "Required Revolving Lenders" shall mean (i) the Lenders
holding 51% of the unpaid principal amount, if any, of the Revolving Loans and
L/C Exposure then outstanding or (ii) if no Revolving Loans and no Letters of
Credit are then outstanding, the Lenders holding 51% or more of the total
Revolving Commitment.

                  "Related Fund" shall mean, with respect to any Lender that is
a fund that invests in commercial loans, any other fund that invests in
commercial loans and is managed or advised by the same investment advisor as
such Lender or by an Affiliate of such investment advisor.

                  "Restricted Group" means the Borrower and the Restricted
Subsidiaries.

                  "Restricted Payments" means (a) any direct or indirect
distribution, Distribution or other payment on account of any general or limited
partnership interest in (or the setting aside of funds for, or the establishment
of a sinking fund or analogous fund with respect to), or shares of Capital Stock
or other securities of, any Transaction Party; (b) any payments of principal of,
or interest on, or fees related to, or any other payments and prepayments with
respect to, or the establishment of, or any payment to, any sinking fund or
analogous fund for the purpose of making any such payments on, Funded
Indebtedness of any Transaction Party (excluding the Obligations); (c) any
management, consulting or other similar fees, or any interest thereon, payable
by any Transaction Party; (d) any administration fee or any administration,
consulting or other similar fees, or any interest thereon, payable by any
Transaction Party to any Affiliate of GCI or any Transaction Party (excluding
the payment of compensation (including amounts paid pursuant to employee benefit
plans) in the ordinary course of business for the personal services of officers,
directors and employees of the Borrower or any of its Subsidiaries, so long as
the Board of Directors of GCI and the Borrower in good faith shall have approved
the terms thereof and deemed the services therefore or thereafter to be
performed for such compensation or fees to be fair consideration therefor); (e)
any payments of any amounts owing under any Non-Compete Agreements; (f) fees,
loans or other payments or advances by any Transaction Party to any Unrestricted
Subsidiary or any other Affiliate of GCI or any Transaction Party, except to the
extent such payments are permitted in accordance with the terms of Section 6.8
hereof and (g) payments under any Synthetic Purchase Agreement; provided,
however, that Restricted Payments shall not include any of the foregoing items
(a) through (g) to the extent made to the Borrower or another Transaction Party.


                                       18
<PAGE>
                  "Restricted Subsidiaries" means each Subsidiary, now existing
or hereafter created or acquired, of the Borrower, other than Unrestricted
Subsidiaries, and "Restricted Subsidiary" means any one of them, as applicable
in the context.

                  "Revolving Commitment" shall mean the commitment of each
Lender to make Revolving Loans and/or Swingline Loans to the Borrower and
participate in Letters of Credit from the Initial Date applicable to such Lender
to but excluding the Revolving Commitment Termination Date up to an aggregate
amount, at any one time, not in excess of the amount set forth (i) opposite the
name of such Lender under the column entitled "Revolving Commitment" in the
Schedule of Commitments, or (ii) in any applicable Assignment and Acceptance(s)
to which it may be a party, as the case may be, as such amount may be reduced
from time to time in accordance with the terms of this Credit Agreement.

                  "Revolving Commitment Termination Date" shall mean the earlier
of the Final Maturity Date and the date on which the Revolving Commitments shall
terminate in accordance with Section 2.7 or Article 7 hereof.

                  "Revolving Loans" shall mean the loans made hereunder in
accordance with the provisions of Section 2.1(a), whether made as a Eurodollar
Loan or an Alternate Base Rate Loan, as permitted hereby.

                  "Revolving Notes" shall have the meaning given such term in
Section 2.4(a) hereof.

                  "Rights" means rights, remedies, powers, and privileges.

                  "Satco" shall mean GCI Satellite Co., Inc.

                  "Schedule of Commitments" shall mean the schedule of the
Commitments of the Lenders set forth in Schedule 1 hereto.

                  "Secured Parties" shall mean the Administrative Agent, the
Lenders, the Issuing Bank and each of their respective successors and assigns.

                  "Senior Notes" means those certain $180,000,000 9-3/4% Senior
Unsecured Notes due 2007 issued by GCII, pursuant to and in accordance with the
Indenture.

                  "Senior Secured Indebtedness" means, without duplication, the
sum of all secured Funded Indebtedness (including, without limitation, Capital
Leases and IRU's) of the Borrower and the Restricted Subsidiaries, calculated on
a consolidated basis in accordance with GAAP, including, without limitation, all
Indebtedness under the Fundamental Documents.

                  "Senior Secured Leverage Ratio" means as of any date of
determination, the ratio of (a) Senior Secured Indebtedness on such date of
determination to (b) Annualized Operating Cash Flow.


                                       19
<PAGE>
                  "Single Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, other than a Multiple Employer Plan,
that is maintained for employees of the Borrower or any ERISA Affiliate.

                  "Solvent" means, with respect to any Person, that on such date
(a) the fair value of the Property of such Person is greater than the total
amount of liabilities, including without limitation Contingent Liabilities of
such Person, (b) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (d) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
Property would constitute an unreasonably small capital. For purposes of the
foregoing, "debts" or "liabilities" shall not include amounts owed by any
Restricted Subsidiary to the Borrower or to another Restricted Subsidiary.

                  "Subsidiary" shall mean with respect to any Person, any
corporation, association, joint venture, partnership or other business entity
(whether now existing or hereafter organized) of which at least a majority of
the voting stock or other ownership interests having ordinary voting power for
the election of directors (or the equivalent) is, at the time as of which any
determination is being made, owned or controlled by such Person or one or more
subsidiaries of such Person or by such Person and one or more subsidiaries of
such Person.

                  "Successful Senior Note Transaction" shall mean that prior to
February 1, 2007, GCII shall have repaid in full or successfully refinanced the
Senior Notes from the proceeds of Indebtedness issued by GCI or GCII, which
refinancing Indebtedness shall either (i) (w) mature no earlier than three (3)
years after the Final Maturity Date, (x) be unsecured and no more senior in
right of payment than the Senior Notes as in effect on the Closing Date, (y) not
contain covenants more restrictive than the terms of the Senior Notes as in
effect on the Closing Date and (z) be otherwise satisfactory to the
Administrative Agent in its sole discretion or (ii) be on terms and conditions
otherwise satisfactory to the Required Lenders in their sole discretion.

                  "Swingline Lender" means Credit Lyonnais, in its capacity as
lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.17
hereof.

                  "Swingline Note" shall have the meaning given to such term in
Section 2.4(c) hereof.

                  "Syndication Agent" shall mean CIT Lending Services
Corporation, in its capacity as Syndication Agent hereunder.

                  "Synthetic Purchase Agreement" shall mean any swap, derivative
or other agreement or combination of agreements pursuant to which any
Transaction Party is or may become obligated to make (i) any payment in
connection with a purchase by any third party from a Person other than a
Transaction Party or GCI of any Capital Stock in any Transaction Party or GCI or
any Disqualified Debt (including, without limitation, the Senior Notes) or (ii)
any


                                       20
<PAGE>
payment (other than on account of a permitted purchase by it of any Capital
Stock in any Transaction Party) the amount of which is determined by reference
to the price or value at any time of any Capital Stock in any Transaction Party
or any Disqualified Debt; provided, that no phantom stock or similar plan
providing for payments only to current or former directors, officers or
employees of a Transaction Party (or to their heirs or estates) shall be deemed
to be a Synthetic Purchase Agreement.

                  "Taxes" means all taxes, assessments, imposts, fees or other
charges at any time imposed by any Governmental Authority.

                  "Term Loan Commitment" shall mean the commitment of each
Lender to make a Term Loan to the Borrower on the Closing Date in an amount not
in excess of the amount set forth (i) opposite its name under the column
entitled "Term Loan Commitment" in the Schedule of Commitments, or (ii) in any
applicable Assignment and Acceptance(s) to which it may be a party, as the case
may be, as such amount may be reduced from time to time in accordance with the
terms of this Credit Agreement.

                  "Term Loans" shall mean the loans made hereunder in accordance
with the provisions of Section 2.2(a), whether made as a Eurodollar Loan or an
Alternate Base Rate Loan, as permitted hereby.

                  "Term Notes" shall have the meaning given such term in Section
2.4(b) hereof.

                  "Total Indebtedness" means, without duplication, the sum of
all Funded Indebtedness of GCII, the Borrower, the Restricted Subsidiaries, GCI
Transport and Satco, calculated on a consolidated basis in accordance with GAAP.

                  "Total Interest Expense" means for any period for which it is
to be determined, the consolidated interest expense of GCII, the Borrower, the
Restricted Subsidiaries, GCI Transport and Satco which would be included in a
consolidated income statement (without deduction of interest income) on Total
Indebtedness for such period calculated on a consolidated basis in accordance
with GAAP, including without limitation or duplication (or, to the extent not so
included, with the addition of): (a) the amortization of Indebtedness discounts;
(b) any commitment fees or agency fees related to any Funded Indebtedness, but
specifically excluding any one-time facility and/or arrangement fees; (c) any
fees or expenses with respect to letters of credit, bankers' acceptances or
similar facilities; (d) fees, expenses and other payments with respect to
interest rate swap or similar agreements, other than fees, expenses and other
payments related to the acquisition or termination thereof which are not
allocable to interest expense in accordance with GAAP; (e) preferred stock
Distributions for GCII, the Borrower and the Restricted Subsidiaries declared
and payable in cash; (f) the interest component under Capital Leases; and (g)
interest capitalized in accordance with GAAP.

                  "Total Leverage Ratio" means as of any date of determination,
the ratio of (a) Total Indebtedness, on such date of determination to (b)
Annualized Operating Cash Flow.

                  "Transaction Parties" means the Borrower, GCII, each
Restricted Subsidiary and each other Guarantor from time to time in existence,
and any other Person from time to time constituting a Subsidiary of GCII or the
Borrower, except the Unrestricted Subsidiaries.


                                       21
<PAGE>
                  "UCC" shall mean the Uniform Commercial Code as in effect in
the State of New York.

                  "UCC-1 Financing Statement" shall mean a financing statement
on Form UCC-1, which statement is in appropriate form for filing under the
Uniform Commercial Code in effect in the applicable jurisdiction in which such
statement is to be filed.

                  "Unrestricted Subsidiary" means GCI Transport, Satco, and,
with the prior written consent of the Required Lenders, any other Subsidiary of
the Borrower designated as a "Unrestricted Subsidiary" by the Borrower from time
to time.

                  "Wholly-Owned Subsidiary" means any Subsidiary of the Borrower
that is owned 100% by the Borrower, directly or indirectly, except any
Unrestricted Subsidiary.

                  "Withdrawal Liability" has the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

                  "Worldcom" means MCI Worldcom, Inc. and its Subsidiaries

2. THE LOANS

                  SECTION 2.1 Revolving Loans. (a) Each Lender, severally and
not jointly, agrees, upon the terms and subject to the conditions hereof, to
make loans to the Borrower, on any Business Day and from time to time from the
Closing Date to but excluding the Revolving Commitment Termination Date, each in
an aggregate principal amount which when added to the aggregate principal amount
of all outstanding Revolving Loans theretofore made to the Borrower by such
Lender, does not exceed such Lender's Revolving Commitment.

                  (b) Subject to the terms and conditions of this Credit
Agreement, at any time prior to the Revolving Commitment Termination Date, the
Borrower may borrow, repay and reborrow amounts constituting the Revolving
Commitments.

                  (c) Subject to Section 2.3, the Loans shall be made at such
times as the Borrower shall request.

                  (d) Notwithstanding anything to the contrary above, a Lender
shall not be obligated to make any Revolving Loan if, as a result thereof, the
aggregate principal amount of all Revolving Loans then outstanding plus the
aggregate L/C Exposure then existing plus the aggregate principal amount of all
Swingline Loans then outstanding would exceed the aggregate amount of the
Revolving Commitments then in effect.

                  SECTION 2.2. Term Loan. (a) Each Lender, severally and not
jointly, agrees, upon the terms and subject to the conditions hereof, to make a
loan to the Borrower on the Closing Date in the principal amount equal to such
Lender's Term Loan Commitment.

                  (b) Once repaid, amounts constituting the Term Loan
Commitments may not be reborrowed.


                                       22
<PAGE>
                  SECTION 2.3. Making of Loans. (a) Each Loan shall be an
Alternate Base Rate Loan or a Eurodollar Loan as the Borrower may request
subject to, and in accordance with, this Section 2.3; provided, that each
Swingline Loan shall be an Alternate Base Rate Loan.

                  (b) The Borrower shall give the Administrative Agent at least
three Business Days' prior written, facsimile or telephonic (promptly confirmed
in writing) notice of each Borrowing which is to consist of Eurodollar Loans,
and at least one Business Day's prior written, facsimile or telephonic (promptly
confirmed in writing) notice of each Borrowing which is to consist of Alternate
Base Rate Loans. Each such notice in order to be effective must be received by
the Administrative Agent not later than 1:00 p.m., New York City time, on the
day required and shall specify the date (which shall be a Business Day) on which
such Loan is to be made, the amount of the requested Borrowing, whether the
Borrowing then being requested is to consist of Alternate Base Rate Loans or
Eurodollar Loans and in the case of Eurodollar Loans, the Interest Period or
Interest Periods with respect thereto. Each such notice shall be irrevocable. If
no election of an Interest Period is specified in any such notice in the case of
a Borrowing consisting of Eurodollar Loans, such notice shall be deemed to be a
request for an Interest Period of one month. If no election is made as to the
type of Loan, such notice shall be deemed a request for a Borrowing consisting
of Alternate Base Rate Loans. No Borrowing shall consist of Eurodollar Loans if
after giving effect thereto an aggregate of more than six (6) separate
Eurodollar Loans would be outstanding hereunder with respect to a Lender (as
determined in accordance with Section 2.9(c) hereof).

                  (c) The Administrative Agent shall promptly (but in no event
later than two (2) days prior to the date of any proposed Borrowing which is to
consist of Eurodollar Loans), notify each Lender (by telecopier) of its
proportionate share of each Borrowing under this Section 2.3, the date of such
Borrowing, the type of Loans being requested and the Interest Period or Interest
Periods applicable thereto. On the borrowing date specified in such notice, each
Lender shall make its share of the Borrowing available at the offices of Credit
Lyonnais New York Branch, ABA #026-008073, Attention: Loan Servicing Department,
Account No. 0188179214500, Attention: John Chianchiano (Reference: GCI Holdings,
Inc.) (provided, however, that Swingline Loans shall be made as provided in
Section 2.17 hereof), no later than 1:00 p.m. New York City time in Federal or
other immediately available funds. Upon receipt of the funds to be made
available by the Lenders to fund any Loan hereunder, the Administrative Agent
shall disburse such funds by depositing the proceeds of such Loans directly into
an account of the Borrower maintained with the Administrative Agent or in such
other manner as the Borrower may direct; provided, that Loans made to finance
the reimbursement of an obligation under a Letter of Credit as provided in
Section 2.18(f) hereof shall be remitted by the Administrative Agent to the
Issuing Bank.

                  (d) Each Lender may at its option fulfill its obligation to
make Eurodollar Loans by causing a foreign branch or affiliate to make such
Eurodollar Loans, provided, that any exercise of such option shall not affect
the obligation of the Borrower to repay Loans in accordance with the terms
hereof and the relevant Note. Subject to the other provisions of this Section
2.3, Section 2.8(b) and Section 2.13 hereof, Loans of more than one interest
rate type may be outstanding at the same time.


                                       23
<PAGE>
                  (e) Each Loan requested hereunder on any date shall be made by
each Lender ratably in accordance with their respective portions of the relevant
Commitments.

                  (f) On the date requested by the Borrower for the funding of
each Loan, the Administrative Agent shall be authorized (but not obligated) to
advance, for the account of each of the Lenders, the amount of the Loan to be
made by such Lender. Each of the Lenders hereby authorizes and requests the
Administrative Agent to advance for its account, pursuant to the terms hereof,
the amount of the Loan to be made by it, and each of the Lenders agrees
forthwith to reimburse the Administrative Agent in immediately available funds
for the amount so advanced on its behalf by the Administrative Agent. If any
such reimbursement is not made in immediately available funds on the same day on
which the Administrative Agent shall have made any such amount available on
behalf of any Lender, such Lender shall pay interest to the Administrative Agent
equal to the Administrative Agent's cost of obtaining overnight funds in the New
York Federal Funds Market. If and to the extent that any such reimbursement
shall not have been made to the Administrative Agent, the Borrower agrees to
repay to the Administrative Agent forthwith on demand a corresponding amount
with interest thereon for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative Agent
at the rate applicable to such Loan.

                  (g) The aggregate amount of any Borrowing of a Loan consisting
of a Eurodollar Loan shall be in a minimum aggregate principal amount of
$3,000,000 or such greater amount which is an integral multiple of $500,000. The
aggregate amount of any Borrowing of a Loan consisting of an Alternate Base Rate
Loan (other than any Swingline Loan) shall be in a minimum aggregate principal
amount of $1,000,000 or such greater amount which is an integral multiple of
$100,000 (or such lesser amount as shall equal the available but unused portion
of the Revolving Commitments), or such amount that is required to finance the
reimbursement of an obligation under a Letter of Credit as contemplated by
Section 2.18(f) hereof. The aggregate amount of any Borrowing of a Loan
consisting of a Swingline Loan shall be in a minimum aggregate principal amount
of $250,000 or such greater amount which is an integral multiple of $50,000.

                  SECTION 2.4. Notes; Repayment of the Loans. (a) The Revolving
Loans made by each Lender hereunder shall be evidenced by a single promissory
note substantially in the form of Exhibit A-1 hereto solely to the extent that
such Lender requests that the Borrower issue such promissory note (each a
"Revolving Note" and collectively, the "Revolving Notes"), in the face amount of
such Lender's Revolving Commitment, payable to the order of such Lender, duly
executed by the Borrower and dated as of the date hereof. The principal amount
of the Revolving Loans as may be evidenced by the Revolving Notes shall be
payable in full on the Final Maturity Date.

                  (b) The Term Loan made by each Lender hereunder shall be
evidenced by a single promissory note substantially in the form of Exhibit A-2
hereto solely to the extent that such Lender requests that the Borrower issue
such promissory note (each a "Term Note" and collectively, the "Term Notes"), in
the face amount equal to the principal amount of the Term Loan to be made by
such Lender on the Closing Date, payable to the order of such Lender, duly
executed by the Borrower and dated as of the date hereof. The Borrower will
repay a portion of


                                       24
<PAGE>
the Term Loan on each of the following dates set forth below, in an amount equal
to the amount set forth next to such date:

                  Date                                       Amount of Repayment
                  ----                                       -------------------
                  December 31, 2003                           $5,000,000
                  March 31, 2004                              $5,000,000
                  June 30, 2004                               $5,000,000
                  September 30, 2004                          $5,000,000
                  December 31, 2004                           $5,000,000
                  March 31, 2005                              $6,000,000
                  June 30, 2005                               $6,000,000
                  September 30, 2005                          $6,000,000
                  December 31, 2005                           $6,000,000
                  March 31, 2006                              $8,000,000
                  June 30, 2006                               $8,000,000
                  September 30, 2006                          $8,000,000
                  December 31, 2006                           $8,000,000
                  March 31, 2007                              $10,000,000
                  June 30, 2007                               $10,000,000
                  September 30, 2007                          $10,000,000

The remaining principal amount of the Term Loan as may be evidenced by the Term
Notes shall be payable in full on the Final Maturity Date.

                  (c) The Swingline Loans made by the Swingline Lender hereunder
shall be evidenced by a single promissory note substantially in the form of
Exhibit A-3 hereto solely to the extent that such Swingline Lender requests that
the Borrower issue such promissory note (the "Swingline Note"), in the face
amount of $5,000,000, payable to the order of the Swingline Lender, duly
executed by the Borrower and dated as of the date hereof. The principal amount
of the Swingline Loans as may be evidenced by the Swingline Note shall be
payable in full on the Final Maturity Date.

                  (d) Each of the Notes shall bear interest on the outstanding
principal balance thereof as set forth in Section 2.5 hereof. Each Lender and
the Administrative Agent on its behalf is hereby authorized by the Borrower, but
not obligated, to enter the amount of each Loan and the amount of each payment
or prepayment of principal or interest thereon in the appropriate spaces on the
reverse of, or on an attachment to, such Lender's Notes. The entries made on the
reverse of, or on an attachment to, any Note shall be prima facie evidence of
the existence and amount of the Loans evidenced by such Note; provided, however,
that the failure of any Lender or the Administrative Agent to make any such
entries shall not in any manner affect the obligations of the Borrower to repay
the Loans in accordance with terms hereof and the Notes.

                  (e) The principal amount of the Swingline Loans shall be
payable in full on the earlier of (i) the Final Maturity Date and (ii) the first
date after such Swingline Loan is made that is the 15th or last calendar day of
a calendar month and is at least two Business Days after


                                       25
<PAGE>
such Swingline Loan is made; provided, that on each day a Revolving Loan is
made, the Borrower shall repay all then-outstanding Swingline Loans.

                  SECTION 2.5. Interest. (a) Except as provided in Section 2.8
hereof, in the case of a Eurodollar Loan, interest shall be payable by the
Borrower to the Lenders at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the LIBO Rate plus the
Applicable Margin for Eurodollar Loans. Interest shall be payable by the
Borrower to the Lenders on each Eurodollar Loan on each applicable Interest
Payment Date, at maturity and on the date of a conversion of such Eurodollar
Loan to an Alternate Base Rate Loan. The Administrative Agent shall determine
the applicable LIBO Rate for each Interest Period as soon as practicable on the
date when such determination is to be made in respect of such Interest Period
and shall notify the Borrower and the Lenders of the applicable interest rate so
determined. Such determination shall be conclusive absent manifest error.

                  (b) Except as provided in Section 2.8 hereof, in the case of
an Alternate Base Rate Loan, interest shall be payable by the Borrower to the
Lenders at a rate per annum (computed on the basis of the actual number of days
elapsed over a year of 365/366 days, as the case may be) equal to the Alternate
Base Rate plus the Applicable Margin for Alternate Base Rate Loans. Interest
shall be payable by the Borrower to the Lenders in arrears on each Alternate
Base Rate Loan on each applicable Interest Payment Date and at maturity.

                  (c) Anything in this Credit Agreement or the Notes to the
contrary notwithstanding, the interest rate on the Loans shall in no event be in
excess of the Maximum Amount.

                  SECTION 2.6. Commitment Fees and Other Fees. (a) The Borrower
agrees to pay to the Administrative Agent for the account of each Lender on the
last Business Day of each March, June, September and December in each year
(commencing on the last Business Day of December 2003) prior to the Revolving
Commitment Termination Date and on the Revolving Commitment Termination Date, an
aggregate fee (the "Commitment Fees") calculated in accordance with the
following:
<TABLE>
<CAPTION>
-------------------- --------------------------------------------- ----------------------------------------------
  Total Leverage      Commitment Fee if the Outstanding Revolver    Commitment Fee if the Outstanding Revolver
       Ratio          > 50% of the average Revolving Commitments    Less Than or Equal to 50% of the average
                                  during such period                 Revolving Commitments during such period
-------------------- --------------------------------------------- ----------------------------------------------
<S>                                     <C>                                            <C>
> 3.75                                  1.00%                                          1.25%
-

> 3.25 but < 3.75                        .75%                                          1.00%
-

> 2.75 but < 3.25                        .50%                                           .75%
-

< 2.75                                   .50%                                           .75%
-------------------- --------------------------------------------- ----------------------------------------------
</TABLE>
The Commitment Fees shall be computed on the basis of the actual number of days
elapsed during the preceding period or quarter over a year of 365/366 days, on
the average daily amount by which such Lender's Revolving Commitment (as such
Revolving Commitment may be reduced in accordance with the provisions of this
Credit Agreement) exceeds the Outstanding Revolver held by such Lender during
the preceding period or quarter.

                  (b) The Commitment Fees shall commence to accrue on the
Closing Date.


                                       26
<PAGE>
                  (c) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Margin
applicable to Eurodollar Loans on the average daily amount of such Lender's L/C
Exposure during the period from and including the Closing Date to but excluding
the later of the date on which such Lender's Commitment terminates and the date
on which such Lender ceases to have any L/C Exposure, and (ii) to the Issuing
Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the
average daily amount of the L/C Exposure during the period from and including
the Closing Date to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any L/C Exposure, as well
as the Issuing Bank's standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on January
6, 2004; provided, that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within ten (10) days
after demand. All participation fees and fronting fees shall be computed on the
basis of a year of 365/366 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

                  (d) In addition, the Borrower agrees to pay to the
Administrative Agent and any of the other Lenders or the Issuing Bank on the
Closing Date any and all other fees that are then due and payable, including,
without limitation, fees due and payable pursuant to the Mandate Letter.

                  SECTION 2.7. Mandatory Termination or Reduction of
Commitments. (a) The Commitments of all the Lenders shall automatically
terminate at 5:00 p.m., New York City time, on the Final Maturity Date.

                  (b) At any time prior to the Final Maturity Date, the Borrower
may, upon three (3) Business Days' prior written or facsimile notice to the
Administrative Agent, permanently reduce the Revolving Commitments by the
minimum aggregate amount of $5,000,000; provided, however, that the Revolving
Commitments may not be reduced to an amount less than the aggregate principal
amount of all Revolving Loans then outstanding plus the aggregate L/C Exposure
then existing plus the aggregate principal amount of all Swingline Loans then
outstanding. Any reduction of the Revolving Commitments pursuant to this Section
2.7(b) shall be made among the Lenders ratably in accordance with their
respective Revolving Commitments.

                  (c) The Borrower may at any time prior to the Final Maturity
Date, upon three (3) Business Days' prior written or facsimile notice to the
Administrative Agent, terminate the Revolving Commitments in their entirety,
provided, that the principal amount of all Revolving Loans and Swingline Loans
then outstanding are repaid in full, and no L/C Exposure is then existing,
either prior to, or simultaneously with, such termination.


                                       27
<PAGE>
                  (d) Simultaneously with each termination or reduction of the
Revolving Commitments, the Borrower shall pay to the Administrative Agent for
the benefit of each Lender all accrued and unpaid Commitment Fees on the amount
of the Revolving Commitments so terminated or reduced through the date of such
termination or reduction.

                  (e) The Commitments of the Lenders shall automatically
terminate at 5:00 p.m., New York City time, on February 1, 2007, unless the
Administrative Agent shall have received satisfactory evidence that a Successful
Senior Note Transaction has been effected.

                  SECTION 2.8. Default Interest; Alternate Rate of Interest. (a)
Upon the occurrence and during the continuance of an Event of Default, the
Borrower shall on demand in writing from time to time pay interest, to the
extent permitted by Applicable Law, on all Loans and overdue amounts outstanding
up to the date of actual payment of such amounts (after as well as before
judgment) (i) for the remainder of the then-current Interest Period for each
Eurodollar Loan, at 2% per annum in excess of the rate then in effect for each
such Eurodollar Loan and (ii) for all periods subsequent to the then-current
Interest Period for each Eurodollar Loan, for all Alternate Base Rate Loans and
for all other overdue amounts hereunder, at 2% per annum in excess of the rate
then in effect for Alternate Base Rate Loans.

                  (b) In the event, and on each occasion, that on or before the
day on which the LIBO Rate for a Eurodollar Loan is to be determined as set
forth herein, (i) the Administrative Agent shall have received notice from any
Lender of such Lender's determination (which determination, absent manifest
error, shall be conclusive) that Dollar deposits in the amount of the principal
amount of such Lender's Eurodollar Loan are not generally available in the
London Interbank Market or that the rate at which such Dollar deposits are being
offered will not adequately and fairly reflect the cost to such Lender of making
or maintaining the principal amount of such Lender's Eurodollar Loan during such
Interest Period or (ii) the Administrative Agent shall have determined that
reasonable means do not exist for ascertaining the applicable LIBO Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written or
facsimile notice of such determination to the Borrower and the Lenders, and any
request by the Borrower for a Eurodollar Loan (or conversion to or continuation
as a Eurodollar Loan pursuant to Section 2.9 hereof) made after receipt of such
notice, shall be deemed to be a request for an Alternate Base Rate Loan. After
such notice shall have been given and until the circumstances giving rise to
such notice no longer exist, each request (or portion thereof, as the case may
be) for a Eurodollar Loan shall be deemed to be a request for an Alternate Base
Rate Loan.

                  SECTION 2.9. Continuation and Conversion of Loans. The
Borrower shall have the right, at any time, (i) to convert any Eurodollar Loan
or portion thereof to an Alternate Base Rate Loan or to continue such Eurodollar
Loan or a portion thereof for a successive Interest Period, or (ii) to convert
any Alternate Base Rate Loan or a portion thereof to a Eurodollar Loan, subject
to the following:

                  (a) the Borrower shall give the Administrative Agent prior
written, facsimile or telephonic (promptly confirmed in writing) notice of each
continuation or conversion hereunder of at least three Business Days for
continuation as or conversion to a Eurodollar Loan and at least one Business Day
for conversion to an Alternate Base Rate Loan; such notice shall


                                       28
<PAGE>
be irrevocable and to be effective, must be received by the Administrative Agent
on the day required not later than 1:00 p.m., New York City time;

                  (b) no Event of Default or Default shall have occurred and be
continuing at the time of any conversion to a Eurodollar Loan or continuation of
any such Eurodollar Loan into a subsequent Interest Period;

                  (c) no Alternate Base Rate Loan may be converted to a
Eurodollar Loan and no Eurodollar Loan may be continued as a Eurodollar Loan if,
after such conversion or continuance, and after giving effect to any concurrent
prepayment of Loans, an aggregate of more than six (6) separate Eurodollar Loans
would be outstanding hereunder with respect to each Lender (for purposes of
determining the number of such Loans outstanding, Loans with different Interest
Periods shall be counted as different Loans even if made on the same date);

                  (d) if fewer than all Loans at the time outstanding shall be
continued or converted, such continuation or conversion shall be made pro rata
among the Lenders in accordance with the respective principal amount of such
Loans held by the Lenders immediately prior to such continuation or conversion;

                  (e) the aggregate principal amount of Loans continued as or
converted to Eurodollar Loans as part of the same Borrowing shall be at least
$5,000,000;

                  (f) accrued interest on the Eurodollar Loans (or portion
thereof) being continued or converted shall be paid by the Borrower at the time
of continuation or conversion (as applicable);

                  (g) the Interest Period with respect to a new Eurodollar Loan
effected by a continuation or conversion shall commence on the date of such
continuation or conversion;

                  (h) if a Eurodollar Loan is converted to an Alternate Base
Rate Loan other than on the last day of the Interest Period with respect
thereto, the amounts required by Section 2.11 hereof shall be paid upon such
conversion; and

                  (i) each request for a continuation as or conversion to a
Eurodollar Loan which fails to state an applicable Interest Period shall be
deemed to be a request for an Interest Period of one month.

In the event that the Borrower shall not give notice to continue or convert any
Eurodollar Loan as provided above, such Loan (unless repaid) shall automatically
be converted to an Alternate Base Rate Loan at the expiration of the
then-current Interest Period. The Administrative Agent shall, after it receives
notice from the Borrower, promptly (but in no event later than two (2) days
prior to the date of any proposed conversion to, or continuation as, a
Eurodollar Loan) give the Lenders notice of any continuation or conversion.

                  SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have
the right at its option at any time and from time to time to prepay without
penalty or premium except as otherwise provided herein (including, without
limitation, pursuant to Section 2.11 hereof) (i) any Alternate Base Rate Loan
(other than a Swingline Loan), in whole or in part, upon at least one


                                       29
<PAGE>
Business Day's prior written, telephonic (promptly confirmed in writing) or
facsimile notice to the Administrative Agent, in the minimum principal amount of
$1,000,000 if prepaid in part, or the remaining balance of such Loan if prepaid
in full, (ii) any Eurodollar Loan, in whole or in part, upon at least three
Business Days' prior written, telephonic (promptly confirmed in writing) or
facsimile notice, in the minimum principal amount of $5,000,000 if prepaid in
part, or the remaining balance of such Loan if prepaid in full and (iii) any
Swingline Loan, in whole or in part, by providing written, telephonic (promptly
confirmed in writing) or facsimile notice to the Administrative Agent and the
Swingline Lender no later than 12:00 noon, New York City time, on the day of
such prepayment, in the minimum principal amount of $250,000. Each notice of
prepayment shall specify the prepayment date, each Loan to be prepaid and the
principal amount thereof, shall be irrevocable and shall commit the Borrower to
prepay such Loan in the amount and on the date stated therein. All prepayments
of Eurodollar Loans under this Section 2.10(a) shall be accompanied by accrued
but unpaid interest on the principal amount being prepaid to (but not including)
the date of prepayment.

                  (b) The Borrower shall prepay the Loans in an amount equal to:

                      (i)   100% of the net proceeds of any casualty loss or
                            condemnation received by any member of the
                            Restricted Group which proceeds are not applied to
                            the repair or replacement of the affected assets
                            within 12 months of the date of loss so long as
                            pending such repair or replacement, if such net
                            proceeds shall exceed $5,000,000, all such net
                            proceeds shall be deposited into the Insurance
                            Proceeds Account;

                      (ii)  100% of the Net Cash Proceeds in excess of
                            $1,000,000 from any Permitted Dispositions (as set
                            forth in Section 6.4 hereof) or any net cash
                            proceeds received from any sale of receivables
                            pursuant to Section 6.20 hereof; provided, that no
                            prepayment shall be required to the extent such Net
                            Cash Proceeds (x) result from sales in the ordinary
                            course of business, (y) result from sales or
                            dispositions to members of the Restricted Group or
                            (z) are reinvested in the purchase of assets to be
                            used in the business of the Borrower or any
                            Transaction Party so long as (1) no Event of Default
                            shall have occurred and be continuing and (2)
                            pending such reinvestment, if such Net Cash Proceeds
                            shall exceed $5,000,000, all such Net Cash Proceeds
                            shall be deposited into the Cash Collateral Account;
                            and

                      (iii) 100% of the net proceeds from any Capital Stock
                            issued after the Closing Date by the Borrower or
                            GCII, other than net proceeds used within three
                            months of the receipt thereof to make Permitted New
                            Fiber Cap Ex.

                  (c) The Borrower shall prepay on February 1, 2007 all Loans
outstanding on such date, unless the Administrative Agent shall have received
satisfactory evidence that a Successful Senior Note Transaction has been
effected.


                                       30
<PAGE>
                  (d) All prepayments of Loans shall, as regards interest rate
type, be applied first to Alternate Base Rate Loans and then to Eurodollar Loans
in order of the scheduled expiry of Interest Periods with respect thereto.

                  (e) All prepayments of Eurodollar Loans shall be accompanied
by accrued but unpaid interest on the principal amount being prepaid to but not
including the date of prepayment.

                  (f) If on any day on which Loans would otherwise be required
to be repaid or prepaid in accordance with this Credit Agreement or any other
Fundamental Document, but for the operation of this Section 2.10(f) (each a
"Prepayment Date"), the amount of such required prepayment exceeds the aggregate
principal amount of the then-outstanding Alternate Base Rate Loans, and no
Default or Event of Default is then continuing, then on such Prepayment Date (i)
the Borrower shall either (x) prepay outstanding Eurodollar Loans in an amount
equal to such excess, together with any applicable costs set forth in Section
2.11(a) hereof or (y) in lieu of prepaying outstanding Eurodollar Loans, deposit
Dollars into the Cash Collateral Account in an amount equal to such excess and
only the outstanding Alternate Base Rate Loans shall be required to be prepaid
on such Prepayment Date and (ii) on the last day of each Interest Period in
effect with respect to a Eurodollar Loan after such Prepayment Date, the
Administrative Agent is irrevocably authorized and directed to apply such funds
from the Cash Collateral Account deposited pursuant to Section 2.10(f)(i) to
prepay Eurodollar Loans for which the Interest Period is then ending to the
extent funds are available in the Cash Collateral Account.

                  SECTION 2.11. Reimbursement of Loss. (a) The Borrower shall
reimburse each Lender on demand for any loss incurred or to be incurred by any
such Lender in the reemployment of the funds released (i) by any prepayment (for
any reason) of any Eurodollar Loan if such Loan is repaid prior to the last day
of the Interest Period for such Loan or (ii) in the event that after the
Borrower delivers a notice of borrowing under Section 2.3(b) hereof or a notice
of continuation or conversion under Section 2.9(a) hereof in respect of
Eurodollar Loans, such Loan is not made, converted to or continued as a
Eurodollar Loan on the first day of the Interest Period specified in such notice
for any reason other than (A) a suspension or limitation under Section 2.8(b)
hereof of the right of the Borrower to select a Eurodollar Loan or (B) a breach
by any such Lender of its obligation to fund such borrowing when it is otherwise
required to do so hereunder. Such loss shall be the amount as reasonably
determined by such Lender as the excess, if any, of (I) the amount of interest
which would have accrued to such Lender on the amount so paid or not borrowed,
continued or converted at a rate of interest equal to the interest rate
applicable to such Loan pursuant to Section 2.5 hereof exclusive of Applicable
Margin, for the period from the date of such payment or failure to borrow,
continue or convert to the last day (x) in the case of a payment prior to the
last day of the Interest Period for such Loan, of the then-current Interest
Period for such Loan or (y) in the case of such failure to borrow, continue or
convert, of the Interest Period for such Loan which would have commenced on the
date of such failure to borrow, continue or convert, over (II) the amount
realized or to be realized by such Lender in reemploying the funds not advanced
or the funds received in prepayment or realized from the Loan not so continued
or converted during the period referred to above. Each Lender shall deliver to
the Borrower from time to time one or more certificates setting forth the amount
of such loss (and in reasonable detail the manner of computation thereof) as
determined by such Lender, which certificates shall be conclusive absent
manifest error. The Borrower shall pay


                                       31
<PAGE>
such Lender the amounts shown on any such certificate within ten (10) days of
the Borrower's receipt of such certificate.

                  (b) In the event the Borrower fails to prepay any Loan on the
date specified in any prepayment notice delivered pursuant to Section 2.10(a)
hereof, the Borrower shall pay to the Administrative Agent for the account of
the applicable Lender any amounts required to compensate such Lender for any
actual loss incurred by such Lender as a result of such failure to prepay,
including, without limitation, any loss, cost or expenses incurred by reason of
the acquisition of deposits or other funds by such Lender to fulfill deposit
obligations incurred in anticipation of such prepayment. Each Lender shall
deliver to the Borrower and the Administrative Agent from time to time one or
more certificates setting forth the amount of such loss (and in reasonable
detail the manner of computation thereof) as determined by such Lender, which
certificates shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amounts shown on any such certificate within ten (10) days of
the Borrower's receipt of such certificate.

                  SECTION 2.12. Change in Circumstances. (a) In the event that
after the date hereof any change in Applicable Law or in the official
interpretation or administration thereof (including, without limitation, any
request, guideline or policy not having the force of law) by any authority
charged with the administration or interpretation thereof or, with respect to
clause (ii), (iii) or (iv) below, any change in conditions shall occur which
shall:

                      (i)   subject a Lender or the Issuing Bank to, or
                            increase, any net tax, levy, impost, duty, charge,
                            fee, deduction or withholding with respect to any
                            Eurodollar Loan (other than withholding tax imposed
                            by the United States of America or any political
                            subdivision or taxing authority thereof or any other
                            tax, levy, impost, duty, charge, fee, deduction or
                            withholding (A) that is measured with respect to the
                            overall net income of such Lender or the Issuing
                            Bank or of a Lending Office of such Lender or the
                            Issuing Bank, and that is imposed by the United
                            States of America, or by the jurisdiction in which
                            such Lender or the Issuing Bank or Lending Office is
                            incorporated, in which such Lending Office is
                            located, managed or controlled or in which such
                            Lender or the Issuing Bank has its principal office
                            (or any political subdivision or taxing authority
                            thereof or therein), or (B) that is imposed solely
                            by reason of such Lender or the Issuing Bank failing
                            to make a declaration of, or otherwise to establish,
                            non-residence, or to make any other claim for
                            exemption, or otherwise to comply with any
                            certification, identification, information,
                            documentation or reporting requirements prescribed
                            under the laws of the relevant jurisdiction, in
                            those cases where such Lender may properly make such
                            declaration or claim or so establish non-residence
                            or otherwise comply); or

                      (ii)  change the basis of taxation of any payment to a
                            Lender or the Issuing Bank of principal or interest
                            on any Eurodollar Loan or on


                                       32
<PAGE>
                            any Letter of Credit or participation therein or
                            other fees and amounts payable to such Lender or the
                            Issuing Bank hereunder, or any combination of the
                            foregoing; other than withholding tax imposed by the
                            United States of America or any political
                            subdivision or taxing authority thereof or any other
                            tax, levy, impost, duty, charge, fee, deduction or
                            withholding that is measured with respect to the
                            overall net income of such Lender or the Issuing
                            Bank or of a Lending Office of such Lender or the
                            Issuing Bank, and that is imposed by the United
                            States of America, or by the jurisdiction in which
                            such Lender or the Issuing Bank or Lending Office is
                            incorporated, in which such Lending Office is
                            located, managed or controlled or in which such
                            Lender or the Issuing Bank has its principal office
                            (or any political subdivision or taxing authority
                            thereof or therein); or

                      (iii) impose, modify or deem applicable any reserve,
                            deposit or similar requirement against any assets
                            held by, deposits with or for the account of, or
                            loans or commitments by, an office of a Lender or
                            the Issuing Bank with respect to any Eurodollar Loan
                            or on any Letter of Credit or participation therein;
                            or

                      (iv)  impose upon a Lender or the London Interbank Market
                            any other condition with respect to Eurodollar Loans
                            or on any Letter of Credit or participation therein
                            or this Credit Agreement;

and the result of any of the foregoing shall be to increase the actual cost to
such Lender or the Issuing Bank (as applicable) of making or maintaining any
Eurodollar Loan or participating in a Letter of Credit hereunder or to reduce
the amount of any payment (whether of principal, interest or otherwise) received
or receivable by such Lender or the Issuing Bank (as applicable) in connection
with any Eurodollar Loan hereunder, or to require such Lender to make any
payment in connection with any Eurodollar Loan or a participation in a Letter of
Credit or to require the Issuing Bank to make any payment in connection with the
issuance of a Letter of Credit hereunder, in each case by or in an amount which
such Lender or the Issuing Bank (as applicable) in its sole judgment shall deem
material, then and in each case, the Borrower shall pay to the Administrative
Agent for the account of such Lender or the Issuing Bank (as applicable), as
provided in paragraph (c) below, such amounts as shall be necessary to
compensate such Lender or the Issuing Bank (as applicable) for such cost,
reduction or payment.

                  (b) If any Lender or the Issuing Bank shall have determined
that the applicability of any law, rule, regulation or guideline regarding
capital adequacy adopted after the date hereof or any change after the date
hereof in any law, rule, regulation or guideline regarding capital adequacy or
in the interpretation or administration of any of the foregoing by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Lender or the
Issuing Bank (or any Lending Office of such Lender or the Issuing Bank) or such
Lender's or the Issuing Bank's holding company (if applicable) with any request
or directive regarding capital adequacy issued or adopted after the date hereof
(whether or not having the force of law) of any such authority,


                                       33
<PAGE>
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or Issuing Bank's holding company, if any, as a consequence of
this Credit Agreement or the Loans or participations in Letter of Credit made by
such Lender or the issuance of Letters of Credit by the Issuing Bank pursuant
hereto to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company (if applicable) could have
achieved but for such applicability, adoption, change or compliance (taking into
consideration such Lender's or the Issuing Bank's policies and the policies of
such Lender's or the Issuing Bank's holding company (if applicable) with respect
to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to
be material, then from time to time the Borrower shall pay to such Lender or the
Issuing Bank such additional amount or amounts as will compensate such Lender or
the Issuing Bank or such Lender's or the Issuing Bank's holding company (if
applicable) for any such reduction suffered with respect to this Credit
Agreement or the Loans made or participations in Letters of Credit by such
Lender or the issuance by the Issuing Bank of Letters of Credit hereunder.

                  (c) Each Lender or the Issuing Bank (as applicable) shall
deliver to the Borrower and the Administrative Agent from time to time, one or
more certificates setting forth the amounts due to such Lender under paragraphs
(a) and (b) above, the changes as a result of which such amounts are due and the
manner of computing such amounts. Each such certificate shall be conclusive in
the absence of manifest error. The Borrower shall pay to the Administrative
Agent for the account of each such Lender or the Issuing Bank (as applicable)
the amounts shown as due on any such certificate within ten (10) Business Days
after its receipt of the same. No failure on the part of any Lender or the
Issuing Bank (as applicable) to demand compensation under paragraph (a) or (b)
above on any one occasion shall constitute a waiver of its rights to demand
compensation on any other occasion. The protection of this Section 2.12 shall be
available to each Lender and the Issuing Bank regardless of any possible
contention of the invalidity or inapplicability of any law, regulation or other
condition which shall give rise to any demand by such Lender or the Issuing Bank
(as applicable) for compensation hereunder.

                  (d) Each Lender and the Issuing Bank agrees that after it
becomes aware of the occurrence of an event or the existence of a condition that
(i) would cause it to incur any increased cost hereunder or render it unable to
perform its agreements hereunder for the reasons specifically set forth in
Section 2.8(b) or 2.15 hereof or this Section 2.12 or (ii) would require the
Borrower to pay an increased amount under Section 2.8(b) or 2.15 hereof or this
Section 2.12, it will use reasonable efforts to notify the Borrower of such
event or condition and, to the extent not inconsistent with such Lender's or the
Issuing Bank's internal policies, will use its reasonable efforts to make, fund
or maintain the affected Loans or participations in Letters of Credit of such
Lender or, in the case of the Issuing Bank, issue Letters of Credit through
another Lending Office of such Lender or the Issuing Bank (as applicable) if, as
a result thereof, the additional monies which would otherwise be required to be
paid or the reduction of amounts receivable by such Lender hereunder in respect
of such Loans or participations in Letters of Credit would be materially
reduced, or such inability to perform would cease to exist, or the increased
costs which would otherwise be required to be paid in respect of such Loans or
participations in Letters of Credit pursuant to Section 2.8(b) or 2.15 hereof or
this Section 2.12 would be materially reduced or the taxes or other amounts
otherwise payable under Section 2.8(b) or 2.15 hereof or this Section 2.12 would
be materially reduced, and if, as determined by


                                       34
<PAGE>
such Lender or the Issuing Bank (as applicable), in its discretion, the making,
funding or maintaining of such Loans or participations in Letters of Credit
through such other Lending Office would not otherwise materially adversely
affect such Loans or, in the case of the Issuing Bank, issue Letters of Credit
or such Lender.

                  (e) If the Borrower shall be required to make any payment or
reimbursement or to compensate any Lender under this Section 2.12, so long as no
Default has occurred and is continuing, the Borrower shall be free at any time
within one hundred eighty (180) days after the receipt of the certificate of the
affected Lender, (x) to terminate the affected Lender's Commitment and the
affected Lender's entitlement to the Commitment Fee accruing after such
termination, (y) to prepay the affected portion of any Loan of such Lender in
full (plus all amounts payable pursuant to Section 2.11 hereof with respect to
cost of funds or clause (c) above in order to compensate such affected Lender
for additional costs, reductions or payments with respect to the period prior to
prepayment), together with accrued interest on the amount thereof through the
date of such prepayment or (z) to replace any such Lender with another major
international bank reasonably acceptable to the Administrative Agent. Upon any
exercise of either of the rights described in clauses (x) and (y) above, the
aggregate Commitment shall be automatically and irrevocably reduced by the
amount of the terminated Commitment in the case of clause (x), and by the amount
of prepayment in the case of clause (y).

                  SECTION 2.13. Change in Legality. (a) Notwithstanding anything
to the contrary contained elsewhere in this Credit Agreement, if any change
after the date hereof in Applicable Law, guideline or order, or in the
interpretation thereof by any Governmental Authority charged with the
administration thereof, shall make it unlawful for any Lender to make or
maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to a Eurodollar Loan, then, by written notice
to the Borrower and the Administrative Agent, such Lender may (i) declare that
Eurodollar Loans will not thereafter be made by such Lender hereunder and/or
(ii) require that, subject to Section 2.11 hereof, all outstanding Eurodollar
Loans made by it be converted to Alternate Base Rate Loans, whereupon all of
such Eurodollar Loans shall automatically be converted to Alternate Base Rate
Loans, as of the effective date of such notice as provided in paragraph (b)
below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall,
instead, be an Alternate Base Rate Loan unless such declaration is subsequently
withdrawn.

                  (b) A notice to the Borrower by any Lender pursuant to
paragraph (a) above shall be effective for purposes of clause (ii) thereof, if
lawful, on the last day of the current Interest Period for each outstanding
Eurodollar Loan; and in all other cases, on the date of receipt of such notice
by the Borrower.

                  SECTION 2.14. Manner of Payments. All payments of principal
and interest by the Borrower in respect of any Loans to it shall be pro rata
among the Lenders holding such Loans in accordance with the then-outstanding
principal amounts of such Loans held by them. All payments by the Borrower
hereunder and under the Notes shall be made without offset or counterclaim in
Dollars in Federal or other immediately available funds at the office of Credit
Lyonnais New York Branch, for credit to the Account No. 0188179214500
(Reference: GCI Holdings, Inc.), no later than 1:00 P.M., New York City time, on
the date on which such payment shall be due (except for payments to be made
directly to the Issuing Bank or the


                                       35
<PAGE>
Swingline Lender as expressly provided herein). Any payment received at such
office after such time shall be deemed received on the following Business Day.
Interest in respect of any Loan hereunder shall accrue from and including the
date of such Loan to but excluding the date on which such Loan is paid or
converted to a Loan of a different type.

                  SECTION 2.15. United States Withholding. (a) Prior to the date
of the initial Loan hereunder, and prior to the effective date set forth in the
Assignment and Acceptance with respect to any Lender becoming a Lender after the
date hereof, and from time to time thereafter if requested by the Borrower or
the Administrative Agent or required because, as a result of a change in law or
a change in circumstances or otherwise, a previously delivered form or statement
becomes incomplete or incorrect in any material respect, each Lender organized
under the laws of a jurisdiction outside the United States shall provide, if
applicable, the Administrative Agent and the Borrower with complete, accurate
and duly executed forms or other statements prescribed by the Internal Revenue
Service of the United States certifying such Lender's exemption from, or
entitlement to a reduced rate of, United States withholding taxes (including
backup withholding taxes) with respect to all payments to be made to such Lender
hereunder and under the Notes.

                  (b) The Borrower and the Administrative Agent shall be
entitled to deduct and withhold any and all present or future taxes or
withholdings, and all liabilities with respect thereto, from payments hereunder
or under the Notes, if and to the extent that the Borrower or the Administrative
Agent in good faith determines that such deduction or withholding is required by
the law of the United States, including, without limitation, any applicable
treaty of the United States. In the event that the Borrower or the
Administrative Agent shall so determine that deduction or withholding of taxes
is required, it shall advise the affected Lender and, if applicable, the Issuing
Bank as to the basis of such determination prior to actually deducting and
withholding such taxes. In the event the Borrower or the Administrative Agent
shall so deduct or withhold taxes from amounts payable hereunder, it (i) shall
pay to or deposit with the appropriate taxing authority in a timely manner the
full amount of taxes it has deducted or withheld; (ii) shall provide evidence of
payment of such taxes to, or the deposit thereof with, the appropriate taxing
authority and a statement setting forth the amount of taxes deducted or
withheld, the applicable rate, and any other information or documentation
reasonably requested by the Lender and, if applicable, the Issuing Bank from
whom the taxes were deducted or withheld; and (iii) shall forward to such Lender
and, if applicable, the Issuing Bank any official tax receipts or other
documentation with respect to the payment or deposit of the deducted or withheld
taxes as may be issued from time to time by the appropriate taxing authority.
Unless the Borrower and the Administrative Agent have received forms or other
documents satisfactory to them indicating that payments hereunder or under the
Notes are not subject to United States withholding tax or are subject to such
tax at a rate reduced by an applicable tax treaty, the Borrower or the
Administrative Agent may withhold taxes from such payments at the applicable
statutory rate in the case of payments to or for any Lender organized under the
laws of a jurisdiction outside the United States.

                  (c) Each Lender or the Issuing Bank agrees (i) that as between
it and the Borrower or the Administrative Agent, such Lender or, if applicable,
the Issuing Bank shall be the Person to deduct and withhold taxes, and to the
extent required by law it shall deduct and withhold taxes, on amounts that such
Lender or, if applicable, the Issuing Bank may remit to any


                                       36
<PAGE>
other Person(s) by reason of any undisclosed transfer or assignment of an
interest in this Credit Agreement to such other Person(s) pursuant to Section
13.3 hereof and (ii) to indemnify the Borrower and the Administrative Agent and
any officers, directors, agents, or employees of the Borrower or the
Administrative Agent against, and to hold them harmless from, any tax, interest,
additions to tax, penalties, reasonable counsel and accountants' fees,
disbursements or payments arising from the assertion by any appropriate taxing
authority of any claim against such Lender or the Issuing Bank (as applicable)
relating to a failure to withhold taxes as required by law with respect to
amounts described in clause (i) of this paragraph (c) or arising from the
reliance by the Borrower or the Administrative Agent on any form or other
document furnished by such Lender or, if applicable, the Issuing Bank and
purporting to establish a basis for not withholding, or for withholding at a
reduced rate, taxes with respect to payments hereunder.

                  (d) Each assignee of a Lender's interest in this Credit
Agreement in conformity with Section 13.3 hereof shall be bound by this Section
2.15, so that such assignee will have all of the obligations and shall provide
all of the forms and statements and all indemnities, representations and
warranties required to be given under this Section 2.15.

                  (e) Notwithstanding the foregoing, in the event that any
additional withholding taxes shall become payable solely as a result of any
change in any statute, treaty, ruling, determination or regulation occurring
after the Initial Date in respect of any sum payable hereunder or under any
other Fundamental Document to any Lender, the Issuing Bank or the Administrative
Agent (i) the sum payable by the Borrower shall be increased as may be necessary
so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.15), such Lender, the Issuing Bank
or the Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such withholding deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with Applicable Law and (iv) the Borrower shall forward to such
Lender, the Issuing Bank or the Administrative Agent (as the case may be) the
official tax receipts or other documentation pursuant to Section 2.15(b) hereof.
In addition, the Borrower shall indemnify each Lender, the Issuing Bank and the
Administrative Agent for any additional withholding taxes paid by such Lender,
the Issuing Bank or the Administrative Agent, as the case may be, or any
liability (including penalties and interest) arising therefrom or with respect
thereto, whether or not such additional withholding taxes were correctly or
legally asserted.

                  (f) In the event that a Lender or the Issuing Bank receives a
refund of or credit for taxes withheld or paid pursuant to clause (e) of this
Section 2.15, which credit or refund is identifiable by such Lender or the
Issuing Bank as being a result of taxes withheld in connection with sums payable
hereunder or under any other Fundamental Document, such Lender or the Issuing
Bank (as applicable) shall promptly notify the Administrative Agent and the
Borrower and shall remit to the Borrower the amount of such refund or credit
allocable to payments made hereunder or under the other Fundamental Documents.

                  SECTION 2.16. Interest Adjustments. If the provisions of this
Credit Agreement or any Note would at any time require payment by the Borrower
to a Lender or the Issuing Bank of any amount of interest in excess of the
Maximum Amount applicable to any Loan, the interest


                                       37
<PAGE>
payments to that Lender or the Issuing Bank shall be reduced to the extent
necessary so that such Lender or the Issuing Bank shall not receive interest in
excess of such Maximum Amount. If, as a result of the foregoing, a Lender or the
Issuing Bank shall receive interest payments hereunder or under a Note in an
amount less than the amount otherwise provided hereunder, such deficit
(hereinafter called the "Interest Deficit") will, to the fullest extent
permitted by Applicable Law, cumulate and will be carried forward (without
interest) until the termination of this Credit Agreement. Interest otherwise
payable to a Lender or the Issuing Bank hereunder and under a Note for any
subsequent period shall be increased by the maximum amount of the Interest
Deficit that may be so added without causing such Lender to receive interest in
excess of the Maximum Amount. The amount of any Interest Deficit relating to a
particular Loan and Note shall be treated as a prepayment penalty and shall, to
the fullest extent permitted by Applicable Law, be paid in full at the time of
any optional prepayment by the Borrower to the Lenders of all the Loans at that
time outstanding pursuant to Section 2.10(a) hereof. The amount of any Interest
Deficit relating to a particular Loan and Note at the time of any complete
payment of the Loans at that time outstanding (other than an optional prepayment
thereof pursuant to Section 2.10(a) hereof) shall be canceled and not paid.

                  SECTION 2.17. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time prior to the Revolving Commitment Termination
Date, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $5,000,000 or (ii) the aggregate principal amount of all Revolving
Loans then outstanding plus the aggregate L/C Exposure then existing plus the
aggregate principal amount of all Swingline Loans then outstanding exceeding the
aggregate amount of the Revolving Commitments; provided, that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender by 3:00 p.m., New York
City time, on the requested date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's
ratable portion of such Swingline Loan or Loans (in accordance with its
respective percentage of the aggregate Revolving Commitments). Each Lender
hereby absolutely and unconditionally agrees, upon


                                       38
<PAGE>
receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Lender's ratable portion of such Swingline
Loan or Loans (in accordance with its respective percentage of the aggregate
Revolving Commitments). Each Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction
or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each Lender
shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.3(c)
hereof with respect to Loans made by such Lender (and Section 2.3(c) hereof
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and
the Administrative Agent shall promptly pay to the Swingline Lender the amounts
so received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be
made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear; provided, that any such
payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

                  SECTION 2.18. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
prior to the Revolving Commitment Termination Date. In the event of any
inconsistency between the terms and conditions of this Credit Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Credit Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit


                                       39
<PAGE>
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension, (i) the
L/C Exposure shall not exceed $10,000,000 and (ii) the aggregate principal
amount of all Revolving Loans then outstanding plus the aggregate L/C Exposure
then existing plus the aggregate principal amount of all Swingline Loans then
outstanding shall not exceed the aggregate amount of the Revolving Commitments.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Final Maturity Date.

                  (d) Disbursement Procedures. The acceptance and payment of
drafts under any Letter of Credit shall be made in accordance with the terms of
such Letter of Credit and the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce Publication No. 500, as adopted or
amended from time to time. The Issuing Bank shall be entitled to honor any
drafts and accept any documents presented to it by the beneficiary of such
Letter of Credit in accordance with the terms of such Letter of Credit and
believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall
not have any duty to inquire as to the accuracy or authenticity of any draft or
other drawing documents which may be presented to it, but shall be responsible
only to determine in accordance with customary commercial practices that the
documents which are required to be presented before payment or acceptance of a
draft under any Letter of Credit have been delivered and that they comply on
their face with the requirements of that Letter of Credit.

                  (e) Participations. If the Issuing Bank shall make payment on
any draft presented under a Letter of Credit (regardless of whether a Default,
Event of Default or acceleration has occurred), the Issuing Bank shall give
notice of such payment to the Administrative Agent and the Lenders and each
Lender having a Revolving Commitment hereby authorizes and requests the Issuing
Bank to advance for its account, pursuant to the terms hereof, its ratable
portion of such payment (in accordance with its respective percentage of the
aggregate Revolving Commitments) based upon its participation in the Letter of
Credit and agrees promptly to reimburse the Issuing Bank in immediately
available funds for the Dollar equivalent of the amount so advanced on its
behalf by the Issuing Bank. If any such reimbursement is not made by any Lender
in immediately available funds on the same day on which the Issuing Bank shall
have made payment on any such draft, such Lender shall pay interest thereon to
the Issuing Bank at a rate per annum equal to the Issuing Bank's cost of
obtaining overnight funds in the New York Federal Funds Market for the first
three days following the time when such Lender fails to make the required
reimbursement, and thereafter at a rate per annum equal to the Alternate Base
Rate plus the Applicable Margin for Alternate Base Rate Loans.

                  (f) Reimbursement. If any draft is presented under a Letter of
Credit, the payment of which is required to be made at any time on or before the
Revolving Commitment Termination Date, then payment by the Issuing Bank of such
draft shall constitute an Alternate Base Rate Loan hereunder and interest shall
accrue from the date the Issuing Bank makes


                                       40
<PAGE>
payment on such draft under such Letter of Credit. If any draft is presented
under a Letter of Credit, the payment of which is required to be made after the
Revolving Commitment Termination Date or at the time when an Event of Default or
Default shall have occurred and be continuing, then the Borrower shall
immediately pay to the Issuing Bank, in immediately available funds, the full
amount of such draft together with interest thereon at a rate per annum of 2% in
excess of the rate then in effect for Alternate Base Rate Loans from the date on
which the Issuing Bank makes such payment of such draft until the date it
receives full reimbursement for such payment from the Borrower. The Borrower
further agrees that the Issuing Bank may reimburse itself for such drawing from
the balance in the Cash Collateral Account or from the balance in any other
account of the Borrower maintained with the Issuing Bank. To the extent that
Lenders have made payments pursuant to paragraph (e) of this Section 2.18 to
reimburse the Issuing Bank, then any amounts received by the Issuing Bank
pursuant to either of the preceding two sentences shall be distributed among
such Lenders and the Issuing Bank as their interests may appear.

                  (g) Obligations Absolute. The Borrower's obligation to
reimburse all amounts drawn under each Letter of Credit as provided in paragraph
(f) of this Section 2.18 shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Credit
Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Credit
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Affiliates, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided, that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or


                                       41
<PAGE>
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

                  (h) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.6 hereof. From and after the effective date
of any such replacement, (i) the successor Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Credit Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein
to the term "Issuing Bank" shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Credit Agreement
with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.

                  (i) Cash Collateralization. If any Event of Default shall
occur and be continuing on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders demanding the deposit of
cash collateral pursuant to this paragraph, the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders, an amount in cash equal to the L/C Exposure
as of such date plus any accrued and unpaid interest thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in Section 7.1(g) hereof. Such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Credit Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for amounts it has disbursed pursuant to a Letter of Credit for which it
has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the L/C
Exposure at such time or, if the maturity of the Loans has been accelerated, be
applied to satisfy other obligations of the Borrower under this Credit
Agreement. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three Business Days after all Events of Default have been cured or waived.

3. REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants that the following are
true and correct:


                                       42
<PAGE>
                  SECTION 3.1. Organization and Qualification. Each Transaction
Party is a corporation or partnership duly organized, validly existing, and in
good standing under the Applicable Laws of its state of incorporation or
formation, as applicable. Each Transaction Party is qualified to do business in
all jurisdictions where the nature of its business or Properties require such
qualification. Set forth on Schedule 3.1 attached hereto is a complete and
accurate listing with respect to the Borrower and each other Transaction Party
showing (a) the jurisdiction of its organization and its mailing address, which
is the principal place of business and executive offices of each unless
otherwise indicated, (b) the classes of Capital Stock and shares of Capital
Stock issued and outstanding in each Transaction Party, and the numbers or
amounts of each Transaction Party's Capital Stock authorized and outstanding,
(c) each record and beneficial owner of outstanding Capital Stock on the date
hereof, indicating the ownership percentage, and (d) all outstanding options,
rights, rights of conversion, purchase or repurchase, rights of first refusal,
and similar rights relating to the Capital Stock of each Transaction Party.
Except as set forth on Schedule 3.1 hereto, neither the Borrower nor any other
Transaction Party has agreed to grant or issue any options, warrants or similar
rights to any Person to acquire any Capital Stock of the Borrower or any other
Transaction Party. All Capital Stock of each Transaction Party is validly issued
and fully paid. The Borrower has no knowledge of any share of Capital Stock of
any Transaction Party being subject to any Lien, including any restrictions on
hypothecation or transfer.

                  SECTION 3.2. Due Authorization; Validity. The board of
directors of the Borrower and each other Transaction Party, or of its partners,
as applicable, have duly authorized the execution, delivery, and performance of
the Fundamental Documents to be executed by the Borrower and each other
Transaction Party, as appropriate. Each Transaction Party has full legal right,
power, and authority to execute, deliver, and perform under the Fundamental
Documents to be executed and delivered by it. The Fundamental Documents
constitute the legal, valid, and binding obligations of the Borrower and each
other Transaction Party, as appropriate, enforceable in accordance with their
terms (subject as to enforcement of remedies to any applicable Debtor Relief
Laws).

                  SECTION 3.3. Conflicting Agreements and Other Matters. The
execution or delivery of any Fundamental Documents, and performance thereunder,
does not conflict with, or result in a breach of the terms, conditions, or
provisions of, or constitute a default under, or result in any violation of, or
result in the creation of any Lien (other than in favor of the Administrative
Agent) upon any Properties of the Borrower or any other Transaction Party under,
or require any consent (other than consents described on Schedule 3.3 hereto),
approval, or other action by, notice to, or filing with any Governmental
Authority or Person pursuant to, any organizational document, bylaws, award of
any arbitrator, or any agreement, instrument, or Applicable Law to which the
Borrower or any other Transaction Party, or any of their Properties, is subject.

                  SECTION 3.4. Financial Statements. (i) The audited financial
statements of GCI and its Subsidiaries dated December 31, 2002 and delivered to
the Administrative Agent, and (ii) the unaudited balance sheets of GCI and its
Subsidiaries dated June 30, 2003 and delivered to the Administrative Agent each
fairly present their financial position and the results of operations as of the
dates and for the periods shown, all in accordance with GAAP. Such financial
statements reflect all material liabilities, direct and contingent, of GCI and
its Subsidiaries that are required to be disclosed in accordance with GAAP. As
of the date of such financial statements, there


                                       43
<PAGE>
were no Contingent Liabilities, liabilities for Taxes, forward or long-term
commitments, or unrealized or anticipated losses from any unfavorable
commitments that are substantial in amount and that are not reflected on such
financial statements or otherwise disclosed in writing to the Administrative
Agent. Since June 30, 2003, there has been no Material Adverse Effect except as
disclosed in the Form 10-Q filed by GCI with respect to the fiscal quarter ended
June 30, 2003. The Borrower and each other Transaction Party is Solvent. The
Projections dated October 10, 2003 delivered to the Administrative Agent were
prepared in good faith and management believes them to be based on reasonable
assumptions (each of which are stated in such statement) and to provide
reasonable estimations of future performance as of the dates and for the periods
shown for GCII, the Borrower and their Subsidiaries, subject to the uncertainty
and approximation inherent in any projections. The Borrower's fiscal year ends
on December 31.

                  SECTION 3.5. Litigation. Shown on Schedule 3.5 is, other than
routine regulatory proceedings that occur in the ordinary course of business and
which would not have a Material Adverse Effect, all Litigation that is pending
and, to the Borrower's best knowledge, threatened against the Borrower or any
other Transaction Party, any of their Properties or assets on the date hereof.
There is no pending or, to the Borrower's best knowledge, threatened Litigation
against the Borrower, any other Transaction Party or any of their Properties
that could cause a Material Adverse Effect.

                  SECTION 3.6. Compliance With Laws Regulating the Incurrence of
Indebtedness. No proceeds of any Loan will be used directly or indirectly to
acquire any security in any transaction which is subject to Sections 13 and 14
of the Securities Exchange Act of 1934, as amended. The Borrower is not, nor is
any other Transaction Party, engaged in the business of extending credit for the
purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowing
will be used to purchase or carry any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock. Following the
Borrower's intended use of the proceeds of each Borrowing, not more than 25% of
the value of the assets of the Borrower will be Margin Stock. The Borrower is
not subject to regulation under the Public Utility Holding Company Act of 1935,
the Federal Power Act, the Investment Company Act of 1940, the Interstate
Commerce Act (as any of the preceding acts have been amended), or any other
Applicable Law that the incurring of Indebtedness by the Borrower would violate
in any material respect, including without limitation Applicable Laws relating
to common or contract carriers or the sale of electricity, gas, steam, water, or
other public utility services. None of the Borrower and its Restricted
Subsidiaries, nor any agent acting on their behalf, have taken or will knowingly
take any action which might cause this Credit Agreement or any Fundamental
Documents to violate any regulation of the Board or to violate the Securities
Exchange Act of 1934, in each case as in effect now or as the same may hereafter
be in effect.

                  SECTION 3.7. Licenses, Title to Properties, and Related
Matters. Except as listed on Schedule 3.7(a) hereto, the Borrower and each other
Transaction Party possess all material Authorizations necessary and appropriate
to own and operate their businesses and to perform under the Fundamental
Documents and are not in violation thereof in any material respect. All such
Authorizations are in full force and effect, and no event has occurred that
permits, or after notice or lapse of time could permit, the revocation,
termination or material and adverse modification of any such Authorization,
except those which in the aggregate could not


                                       44
<PAGE>
reasonably be expected to cause a Material Adverse Effect. Schedule 3.7(a) shows
the expiration date and/or termination date for each Authorization (other than
FCC Licenses expected to be renewed in the ordinary course) in effect on the
Closing Date. The Borrower is not, nor is any Subsidiary of the Borrower or
GCII, in violation of any material duty or obligation required by the
Communications Act of 1934, as amended, or any material rule or regulation of
the FCC or any other Governmental Authority. There is not pending or, to the
best knowledge of the Borrower, threatened, any action by the FCC or any other
Governmental Authority to revoke, cancel, suspend or refuse to renew any License
or Authorization of any Transaction Party. There is not pending or, to the best
knowledge of the Borrower, threatened, any action by the FCC or any other
Governmental Authority to modify adversely, revoke, cancel, suspend or refuse to
renew any other Authorization of any Transaction Party. There is not issued or
outstanding or, to the best knowledge of the Borrower, threatened, any notice of
any hearing, violation or material complaint against the Borrower, GCII or any
of the Restricted Subsidiaries with respect to the operation of any portion of
its business and the Borrower has no knowledge that any Person intends to
contest renewal of any Authorization. Each Transaction Party has requisite
corporate or partnership power (as applicable) and legal right to own and
operate its Property and to conduct its business. Each has good and indefeasible
title (fee or leasehold, as applicable) to its Property, subject to no Liens of
any kind, except Permitted Encumbrances. All of the assets of the Borrower and
each other Transaction Party are located within the municipalities and borough
locations described on Schedule 3.7(b). No Transaction Party is in violation of
its respective articles of organization or incorporation (as applicable) or
bylaws. None of the Transaction Parties is in violation of any Applicable Law,
or material agreement or instrument binding on or affecting it or any of its
Properties, the effect of which could reasonably be expected to cause a Material
Adverse Effect. No business or Properties of GCII, the Borrower or any
Restricted Subsidiary is affected by any drought, storm, earthquake, embargo,
act of God or public enemy, or other casualty, the effect of which could
reasonably be expected to cause a Material Adverse Effect.

                  SECTION 3.8. Outstanding Indebtedness and Liens. The
Transaction Parties have no outstanding Indebtedness, Contingent Liabilities or
Liens, except (i) Permitted Encumbrances and (ii) Indebtedness, Contingent
Liabilities or Liens as shown on Schedule 3.8 hereto. No breach, default or
event of default exists under any document, instrument or agreement evidencing
or otherwise relating to any Funded Indebtedness of any Transaction Party which
could reasonably be expected to cause a Material Adverse Effect.

                  SECTION 3.9. Taxes. GCII, the Borrower and each Subsidiary of
GCII and the Borrower has filed all federal, state, and other Tax returns (or
extensions related thereto) which are required to be filed, and has paid all
Taxes as shown on said returns, as well as all other Taxes, to the extent due
and payable, except to the extent payment is contested in good faith and for
which adequate reserves have been established therefor in accordance with GAAP.
All Tax liabilities of GCII, the Borrower and each Subsidiary of GCII and the
Borrower are adequately provided for on its books, including interest and
penalties, and adequate reserves have been established therefor in accordance
with GAAP. No income Tax liability of a material nature has been asserted by
taxing authorities for Taxes in excess of those already paid, and no taxing
authority has notified GCII, the Borrower or any Subsidiary of GCII or the
Borrower of any deficiency in any Tax return.


                                       45
<PAGE>
                  SECTION 3.10. Compliance with ERISA. (a) Each Plan has been
maintained and operated in all material respects in accordance with all
Applicable Laws, including ERISA and the Code except to the extent that any
failure thereof could not reasonably be expected to result in a material
liability. Each Plan intended to qualify under Section 401(a) of the Code so
qualifies except to the extent that any failure to so qualify could not
reasonably be expected to result in a material liability. No Plan has an
"accumulated funding deficiency," within the meaning of Section 412 of the Code
or Section 302 of ERISA, or has applied for or received a waiver of the minimum
funding standards or an extension of any amortization period, within the meaning
of Section 412 of the Code or Section 303 or 304 of ERISA. No material liability
has been, and no circumstances exist pursuant to which any such material
liability could be reasonably likely, imposed upon any Transaction Party or
ERISA Affiliate (i) under Sections 4971 through 4980B of the Code, Section 409,
502(i), 502(l) or 515 of ERISA, or under Title IV of ERISA with respect to any
Plan or Multiemployer Plan, or with respect to any plan heretofore maintained by
any Transaction Party or ERISA Affiliate, or any entity that heretofore was an
ERISA Affiliate, or (ii) for the failure to fulfill any obligation to contribute
to any Multiemployer Plan. Neither any Transaction Party nor any ERISA Affiliate
has received any notification that any Multiemployer Plan is in reorganization
or has been terminated within the meaning of Title IV of ERISA, no Multiemployer
Plan is reasonably expected to be in reorganization or to be terminated and,
using actuarial assumptions and computation methods consistent with Part 1 of
Subtitle E of Title IV of ERISA, the aggregate liabilities of the Transaction
Parties and their ERISA Affiliates to all Multiemployer Plans in the event of a
complete withdrawal therefrom, as of the close of the most recent fiscal year of
each such Plan then ended would not exceed $1,000,000.

                  (b) Assuming none of the Lenders is using assets of any
employee benefit plan subject to Title I of ERISA or any "plan" (within the
meaning of Section 4975(e) of the Code) maintained by the Borrower or any of its
ERISA Affiliates to make the Loans, the execution, delivery and performance of
the Fundamental Documents and the consummation of the transactions contemplated
hereby and thereby will not involve any "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

                  SECTION 3.11. Environmental Laws. The Borrower and each other
Transaction Party has obtained all material environmental, health and safety
permits, licenses and other material authorizations required under all
applicable Environmental Laws to carry on its business as being conducted. On
the Closing Date, there are no environmental liabilities of the Borrower or any
other Transaction Party (with respect to any fee owned or leased Properties),
except as disclosed and described in detail on Schedule 3.11 hereto. Each of
such permits, licenses and authorizations is in full force and effect and the
Borrower and each other Transaction Party is in compliance with the terms and
conditions thereof, and is also in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in any
regulation, code, plan, order, decree, judgment, injunction, notice or demand
letter issued, entered, promulgated or approved thereunder, except to the extent
failure to comply with any thereof could not reasonably be expected to cause a
Material Adverse Effect. In addition, no written notice, notification, demand,
request for information, citation, summons or order has been issued, no written
complaint has been filed, no penalty has been assessed and no investigation or
review is pending or, to the best knowledge of the Borrower or any other
Transaction Party, threatened, by


                                       46
<PAGE>
any Governmental Authority or other entity with respect to any alleged failure
by the Borrower or any other Transaction Party to have any environmental, health
or safety permit, license or other authorization required under any applicable
Environmental Law in connection with the conduct of the business of the Borrower
or any other Transaction Party or with respect to any generation, treatment,
storage, recycling, transportation, discharge, disposal or release of any
Hazardous Materials by the Borrower or any other Transaction Party. To the best
knowledge of the Borrower and each other Transaction Party, there are no
environmental liabilities of the Borrower or any other Transaction Party which
could reasonably be expected to cause a Material Adverse Effect, nor has the
Borrower or any such Transaction Party received any material environmental
studies or reports in connection with any real Property. No Hazardous Materials
are generated or produced at or in connection with the Properties and operations
of any of the Borrower or any of the other Transaction Parties, nor have any
Hazardous Materials been disposed of or otherwise released on or to any Property
on which any operations of the Borrower or any other Transaction Parties are
conducted, except in compliance with applicable Environmental Laws.

                  SECTION 3.12. Disclosure. Neither the Borrower nor any other
Transaction Party has made a material misstatement of fact, or failed to
disclose any material fact necessary to make the facts disclosed not misleading,
in light of the circumstances under which they were made, to the Administrative
Agent or any Lender during the course of application for and negotiation of any
Fundamental Documents or otherwise in connection with any Loans. There is no
fact known to the Borrower or any other Transaction Party that materially
adversely affects any of the Borrower's or any of the other Transaction Party's
Properties or business, or that could constitute a Material Adverse Effect, and
that has not been set forth in the Fundamental Documents or in other documents
furnished to the Administrative Agent or any Lender.

                  SECTION 3.13. Investments. The Transaction Parties have no
Investments other than Investments (i) as described on Schedule 3.13 hereto or
(ii) as otherwise permitted by Section 6.9 hereof.

                  SECTION 3.14. Intellectual Property. The Borrower and each
other Transaction Party has obtained all patents, patent rights or licenses,
trademarks, trademark rights or licenses, service-marks, trade names,
copyrights, copyright rights or licenses, software, rights and licenses to
software, and other similar rights (collectively, "Proprietary Rights") free
from material restrictions, which are necessary for the operation of their
respective businesses as presently conducted and as proposed to be conducted. On
the Closing Date, the Borrower does not possess any Proprietary Rights other
than those that are owned by the Transaction Parties or readily available at a
reasonable cost or are transferable with the services, products or equipment in
respect of which they are expected to be used. Nothing has come to the attention
of the Borrower or any other Transaction Party to the effect that (a) any
process, method, part or other material presently employed or contemplated to be
employed by the Borrower or any other Transaction Party may or could reasonably
be alleged to infringe any patent, trademark, service-mark, trade name, license
or other right (except copyright) owned by any other Person, or (b) except as
shown on Schedule 3.5 attached hereto, there is pending or threatened any claim
or litigation against or affecting the Borrower or any other Transaction Party
contesting its right to sell or use any such process, method, part or other
material. Nothing has come to the attention of the Borrower or any other
Transaction Party to the effect that any material presently


                                       47
<PAGE>
contemplated to be employed by the Borrower or any other Transaction Party may
or could reasonably be alleged to infringe any copyright owned by any other
Person, except to the extent that any such infringement, when aggregated with
all other copyright infringements, could not reasonably be expected to cause a
Material Adverse Effect.

                  SECTION 3.15. Labor Matters. There are no collective
bargaining agreements or Multiemployer Plans covering the employees of any
Transaction Party or any Subsidiary of a Transaction Party, and no Transaction
Party nor any Subsidiary of a Transaction Party has suffered any strikes,
walkouts or work stoppages within the last three (3) years.

                  SECTION 3.16. Security Interest; Other Security. This Credit
Agreement and the other Fundamental Documents, when executed and delivered and,
upon the making of the initial Loan hereunder, will create and grant to the
Administrative Agent for the benefit of the Lenders, upon (i) the timely filing
of the appropriate UCC-1 Financing Statements with the filing offices listed on
Schedule 3.16 and (ii) the timely recording of the respective Amendments to
Deeds of Trust with the recording offices listed on Schedule 3.16, valid and
first priority perfected security interests in the Collateral subject only to
Permitted Encumbrances.

                  SECTION 3.17. Agreements. (a) The Borrower is not in breach
of, or default with respect to, the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in any agreement or
instrument (including, without limitation, this Credit Agreement and the other
Fundamental Documents to which it is a party), and the Borrower does not have
any knowledge of any breach, default or anticipated breach by any other parties
thereto, which breach or default, in either case, either individually or when
aggregated with all other breaches of defaults, could have a Material Adverse
Effect.

                  (b) Schedule 3.17 is a true and complete listing as of the
Closing Date of all credit agreements, indentures, and other agreements related
to any Indebtedness of the Transaction Parties, other than the Fundamental
Documents. No Transaction Party is party to or obligated under any material
agreement other than those (i) listed on Schedule 3.17 hereto or (ii) filed with
the Securities and Exchange Commission. The Borrower has delivered or made
available to the Administrative Agent a true and complete copy of each agreement
described on Schedule 3.17, including all exhibits and schedules.

                  SECTION 3.18. Bank Accounts. A true and complete list of all
deposit accounts appears on Schedule 3.18 hereto.

4. CONDITIONS OF LENDING

                  SECTION 4.1. Conditions Precedent to Initial Revolving Loans,
Term Loans or Letter of Credit. The obligation of the Issuing Bank to issue its
initial Letter of Credit and of each Lender to make its initial Revolving Loan
and the Term Loan or participate in the initial Letter of Credit is subject to
the following conditions precedent:

                  (a) Partnership and Corporate Documents. The Administrative
Agent shall have received, with copies for each of the Lenders:


                                       48
<PAGE>
                      (i)   a copy of the articles or certificate of
                            incorporation of each of the Borrower, each
                            Transaction Party (other than AUSP), GCI Transport
                            and Satco;

                      (ii)  a certificate of the Secretary of State (or the
                            equivalent thereof) and of the franchise tax entity
                            of Alaska (or, if any such Transaction Party is not
                            incorporated or organized under the laws of Alaska,
                            from the Secretary of State and the franchise tax
                            entity of such Person's jurisdiction of
                            incorporation or organization), if available, dated
                            as of a recent date as to the good standing of, and
                            payment of taxes by the Borrower, each Transaction
                            Party (other than AUSP), GCI Transport and Satco;

                      (iii) a certificate of the Secretary of the Borrower, each
                            Transaction Party (other than AUSP), GCI Transport
                            and Satco, dated the Closing Date and certifying (A)
                            that attached thereto is a true and complete copy of
                            the articles or certificate of incorporation and the
                            by-laws of such party as in effect on the date of
                            such certification, (B) that the articles or
                            certificate of incorporation have not been altered,
                            amended or rescinded (C) in the case of each of the
                            Transaction Parties (other than AUSP), that attached
                            thereto is a true and complete copy of resolutions
                            adopted by the Board of Directors of such party
                            authorizing the execution, delivery and performance
                            of the Fundamental Documents to which it is a party
                            and any other documents required or contemplated
                            hereunder or thereunder and that such resolutions
                            have not been amended, rescinded or supplemented and
                            are currently in effect and (D) as to the incumbency
                            and specimen signature of each officer of such party
                            executing (as applicable) this Credit Agreement, the
                            Notes, and any other Fundamental Document or any
                            other document delivered by it in connection
                            herewith or therewith (such certificate to contain a
                            certification by another officer of such party as to
                            the incumbency and signature of the officer signing
                            the certificate referred to in this clause (iii));

                      (iv)  with respect to AUSP, a certificate of the General
                            Partners, dated the Closing Date, certifying that
                            attached thereto is a true and complete copy of the
                            Partnership Agreement of AUSP as in effect on the
                            Closing Date;

                      (v)   with respect to AUSP, a certificate of the Secretary
                            of State (or the equivalent thereof) of Alaska dated
                            as of a recent date as to the good standing of AUSP;
                            provided, however, that such a certificate shall not
                            be required if the Secretary of State (or the
                            equivalent thereof) of Alaska does not provide such
                            a certificate with respect to general partnerships;


                                       49
<PAGE>
                      (vi)  with respect to AUSP, a certificate of the General
                            Partners, dated the Closing Date and certifying (A)
                            that attached thereto is a true and complete copy of
                            the resolution or authorization adopted by each of
                            the General Partners authorizing the execution,
                            delivery and performance of the Fundamental
                            Documents to which AUSP is a party and any other
                            documents required or contemplated hereunder or
                            thereunder and that such resolution or authorization
                            has not been amended, rescinded or supplemented and
                            is currently in effect and (B) as to the incumbency
                            and specimen signature of each officer or General
                            Partner of AUSP executing the Credit Agreement and
                            any other Fundamental Document or any other document
                            delivered by it in connection herewith or therewith
                            (such certificate to contain a certification by an
                            officer or another General Partner of AUSP as to the
                            incumbency and signature of the officer or General
                            Partner signing the certificate referred to in this
                            clause (vi)); and

                      (vii) such additional supporting documents as the
                            Administrative Agent or its counsel or any Lender
                            may reasonably request.

                  (b) Credit Agreement; Notes. The Administrative Agent shall
have received this Credit Agreement and the Notes, all duly executed on behalf
of the Borrower.

                  (c) Opinions of Counsel. The Administrative Agent shall have
received the written opinions dated the Closing Date, addressed to the
Administrative Agent and the Lenders and in form and substance satisfactory to
the Administrative Agent and its counsel of (i) Sherman & Howard L.L.C., counsel
to the Borrower and the other Transaction Parties, substantially in the form
attached as Exhibit B-1 hereto, (ii) Mark R. Moderow, corporate counsel of GCI,
substantially in the form attached as Exhibit B-2 hereto, (iii) Hartig Rhodes
Hoge & Lekisch, P.C., Alaska counsel to the Borrower and the other Transaction
Parties, substantially in the form attached as Exhibit B-3 hereto and (iv)
Drinker, Biddle & Reath LLP, FCC counsel to the Borrower and GCI, substantially
in the form attached as Exhibit B-4 hereto.

                  (d) No Material Adverse Effect. No Material Adverse Effect
shall have occurred with respect to the business, operations, performance,
assets, properties, condition (financial or otherwise) or prospects of the
Borrower or any of the Transaction Parties except as disclosed in the Form 10-Q
filed by GCI with respect to the fiscal quarter ending June 30, 2003.

                  (e) Insurance. The Borrower shall have furnished the
Administrative Agent with (i) a summary of all existing insurance coverage, (ii)
evidence acceptable to the Administrative Agent that the insurance policies
required by Section 5.2 hereof have been obtained and are in full force and
effect and (iii) certificates of insurance with respect to all existing
insurance coverage, which certificates shall name Credit Lyonnais New York
Branch, as Administrative Agent, as the certificate holder and shall evidence
the Borrower's compliance with Section 5.2 hereof with respect to all insurance
coverage existing as of the Closing Date.


                                       50
<PAGE>
                  (f) Security and Other Documentation. On or prior to the
Closing Date, the Administrative Agent shall have received: (i) for filing, all
appropriate UCC-1 Financing Statements from each of the Transaction Parties
necessary to perfect its security interest in the Collateral; (ii) in connection
with the pledge by the Pledgors hereunder, the certificates representing the
Pledged Interests and appropriate undated stock powers executed in blank; and
(iii) an amendment to each Deed of Trust substantially in the form of Exhibit H
hereto.

                  (g) Security Interests in Collateral. On or prior to the
Closing Date, the Administrative Agent shall have received evidence reasonably
satisfactory to it that (i) the Borrower and the other Transaction Parties have
sufficient right, title and interest in and to the Collateral and other
applicable assets which it purports to own (including appropriate licenses with
respect to Proprietary Rights), as set forth in its financial statements and/or
in the other documents presented to the Lenders, to enable each such party to
grant to the Administrative Agent for the benefit of the Lenders the security
interests contemplated by the Fundamental Documents, and (ii) all UCC-1
Financing Statements and other filings under Applicable Law necessary to provide
the Administrative Agent for the benefit of the Lenders with a first priority
perfected security interest in the collateral under any Fundamental Document (in
each case subject to Permitted Encumbrances) have been filed or delivered to the
Administrative Agent in satisfactory form for filing; provided, however, that
the relevant amendments to the Deeds of Trust shall be executed on or prior to
the Closing Date, but may be filed or recorded after the Closing Date if such
additional time is necessary in the judgment of the Administrative Agent or its
outside counsel.

                  (h) Payment of Fees. All fees and expenses then due and
payable by the Borrower or GCI to the Administrative Agent and the Lenders
pursuant to the Mandate Letter or otherwise in connection with the transactions
contemplated hereby shall have been paid.

                  (i) Searches. The Administrative Agent shall have received UCC
and tax liens searches satisfactory to it indicating that no other filings
(other than in connection with Permitted Encumbrances) with regard to any
collateral referred to in any Fundamental Document are of record in any
jurisdiction in which it shall be necessary or desirable for the Administrative
Agent to make a UCC filing in order to provide the Administrative Agent (for the
benefit of the Lenders) with a perfected security interest in such collateral.

                  (j) Delivery of Material Agreements. The Administrative Agent
shall have received copies of each of the Material Agreements listed on Schedule
3.17 hereto (certified by an Authorized Officer of the Borrower) and the Lenders
shall be satisfied with the terms and provisions thereof.

                  (k) Compliance with Laws. The Administrative Agent shall be
satisfied that the transactions contemplated hereby and by the other Fundamental
Documents will not violate any provision of Applicable Law.

                  (l) Required Consents and Approvals. The Administrative Agent
shall be satisfied that all required consents and approvals have been obtained
with respect to the loan transaction contemplated hereby and the transactions
contemplated by the other Fundamental Documents from all Governmental
Authorities with jurisdiction over the business and activities


                                       51
<PAGE>
of the Transaction Parties, and any other entity whose consent or approval the
Administrative Agent in its reasonable discretion deems necessary to such
transactions.

                  (m) Approval of Counsel to the Administrative Agent. All legal
matters incident to this Credit Agreement and the transactions contemplated
hereby shall be reasonably satisfactory to counsel to the Administrative Agent.

                  (n) Financial Statements. The Administrative Agent shall have
received the financial statements and other financial information referenced in
Section 3.4 hereof, together with any other financial information reasonably
requested by the Administrative Agent, each in form and substance satisfactory
to the Administrative Agent.

                  (o) Existing Indebtedness. Simultaneously with the making of
the initial Loans, all Indebtedness of the Borrower under the Existing Credit
Agreement (and all other Indebtedness arising under an agreement listed on
Schedule 3.17 scheduled to be paid at Closing) shall have been paid in full, the
commitments of the lenders thereunder shall have been terminated and all
security interests, liens and other encumbrances granted thereunder shall have
been released.

                  (p) Other Documents. The Administrative Agent shall have
received such other documentation as the Administrative Agent may reasonably
request.

                  SECTION 4.2. Conditions Precedent to Each Loan and Letter of
Credit. The obligation of the Lenders to make each Loan (including the initial
Revolving Loan, the Term Loan and participations under the initial Letter of
Credit but excluding a continuation or conversion which does not increase the
outstanding principal amount of the Loans) and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit is subject to the following
conditions precedent:

                  (a) Notice. The Administrative Agent shall have received a
notice with respect to such Borrowing or the Issuing Bank shall have received a
notice with respect to such Letter of Credit as required by Article 2 hereof.

                  (b) Borrowing Certificate. Except in the case of the initial
Loan or the initial Letter of Credit, the Administrative Agent shall have
received a Borrowing Certificate with respect to such Borrowing, duly executed
by an Authorized Officer.

                  (c) Representations and Warranties. The representations and
warranties set forth in Article 3 hereof and in the other Fundamental Documents
shall be true and correct in all material respects on and as of the date of each
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, hereunder (except to the extent that such
representations and warranties expressly relate to an earlier date) with the
same effect as if made on and as of such date.

                  (d) No Material Adverse Change. No material adverse change
shall have occurred with respect to the business, operations, performance,
assets, properties, condition (financial or otherwise) or prospects of the
Borrower and the Transaction Parties individually or


                                       52
<PAGE>
taken as a whole since June 30, 2003 except as disclosed in the Form 10-Q filed
by GCI with respect to the fiscal quarter ending June 30, 2003.

                  (e) No Event of Default. On the date of each Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, the Borrower and each Transaction Party shall be in compliance with
all of the terms and provisions set forth herein and in the other Fundamental
Documents to be observed or performed by it and no Event of Default or Default
shall have occurred and be continuing.

                  (f) Additional Documents. The Lenders and the Issuing Bank
shall have received from the Borrower on the date of each Borrowing or the date
of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, such documents and information as they may reasonably request
relating to the satisfaction of the conditions in this Section 4.2.

Each request for a Borrowing (other than a continuation or conversion which does
not increase the outstanding principal amount of the Loans) or the issuance,
amendment, renewal or extension of a Letter of Credit shall be a representation
and warranty by the Borrower on the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, as to the matters specified in paragraphs (c), (d), (e) and (f) of
this Section 4.2.

5. AFFIRMATIVE COVENANTS

                  From the date hereof and for so long as any Commitments shall
be in effect, any Loan or any portion of the Obligations or any Letter of Credit
is outstanding, or the Borrower or any other Transaction Party owes any other
amount hereunder or under any other Fundamental Document, each Transaction Party
agrees that, unless the Required Lenders shall otherwise consent in writing,
each of them will:

                  SECTION 5.1. Compliance with Laws and Payment of Indebtedness.
Comply with all Applicable Laws, including without limitation compliance with
ERISA and all applicable federal and state securities laws, and pay its (a)
Funded Indebtedness as and when due (or within any applicable grace period),
unless payment thereof is being contested in good faith by appropriate
proceedings and adequate reserves have been established therefor and (b) trade
debt in accordance with its past practices, and in any event, before any trade
creditor takes any action or terminates any relationship, except those disputes
diligently contested in good faith by the Borrower and/or such Transaction
Party, and for which appropriate reserves have been established in accordance
with GAAP.

                  SECTION 5.2. Insurance. (a) Keep its offices and other
insurable Properties adequately insured at all times by reputable insurers to
such extent and against such risks, including fire and other risks insured
against by extended coverage, as is customary with companies similarly situated
and in the same or similar businesses;

                  (b) maintain in full force and effect public liability
(including liability insurance for all vehicles and other insurable Property)
and worker's compensation insurance, in amounts customary for such similar
companies to cover normal risks, by insurers satisfactory to the Administrative
Agent;


                                       53
<PAGE>
                  (c) maintain business interruption insurance in amounts
satisfactory to the Lenders;

                  (d) maintain other insurance as may be required by Applicable
Law or reasonably requested by the Administrative Agent;

                  (e) cause all such above-described insurance (excluding
worker's compensation insurance) to be endorsed as follows: (i) to provide for
the benefit of the Lenders that 30 days' prior written notice of cancellation,
termination, non-renewal or lapse or material change of coverage shall be given
to the Administrative Agent; (ii) to name the Administrative Agent for the
benefit of the Issuing Bank and the Lenders as a loss payee (except for third
party liability insurance); (iii) to the extent that none of the Administrative
Agent, the Issuing Bank nor the Lenders shall be liable for premiums or calls,
name the Administrative Agent (for the benefit of the Lenders) as an additional
insured; (iv) with respect to the property policies described in subsections (a)
and (c) above, the interests of the Administrative Agent and the Lenders shall
not be invalidated by any action or inaction of the Borrower, or any other
person, and shall insure the Administrative Agent and the Lenders regardless of
any breach or violation by the Borrower, or any other person, of any warranties,
declarations or conditions of such policies; (v) inasmuch as the liability
policies described in subsection (b) above are written to cover more than one
insured, all terms conditions, insuring agreements and endorsements, with the
exception of the limits of liability, shall operate in the same manner as if
there were a separate policy covering each insured; (vi) the insurers thereunder
shall waive all rights of subrogation against the Administrative Agent and the
Lenders, any right of setoff or counterclaim and any other right to deduction,
whether by attachment or otherwise; and (vii) such insurance shall be primary
without right of contribution of any other insurance carried by or on behalf of
the Administrative Agent or any Lender with respect to its interests as such in
this transaction;

                  (f) in the event of a recovery of any insurance loss relating
to the Collateral, cause such recovery or amount to be deposited into an account
maintained with the Administrative Agent for such purpose (the "Insurance
Proceeds Account") in accordance with Section 2.10(b)(i) hereof; and

                  (g) Deliver evidence of renewal of each insurance policy on or
before the date of its expiration, and from time to time deliver to the
Administrative Agent, upon demand, evidence of the maintenance of such
insurance.

                  SECTION 5.3. Inspection Rights. Permit the Administrative
Agent or any Lender, upon one day's notice or such lesser notice as is
reasonable under the circumstances, to examine and make copies of and abstracts
from their records and books of account, to visit and inspect their Properties
and to discuss their affairs, finances, and accounts with any of their
directors, officers, employees, accountants, attorneys and other
representatives, in each case, as the Administrative Agent or any Lender may
reasonably request.

                  SECTION 5.4. Records and Books of Account; Changes in GAAP.
Keep adequate records and books of account in conformity with GAAP. In
connection with any change in the fiscal year or method or accounting of the
Borrower or any Restricted Subsidiary


                                       54
<PAGE>
after the date hereof, the Borrower and Lenders shall negotiate in good faith to
make appropriate alterations to the covenants set forth in Sections 6.11, 6.12,
6.13 and 6.14 hereof, reflecting such change.

                  SECTION 5.5. Reporting Requirements. Furnish to each Lender
and the Administrative Agent:

                  (a) As soon as available and in any event within 60 days after
the end of the Borrower's fiscal quarters, (i) consolidated balance sheets of
GCI and consolidating balance sheets of the Borrower and its Subsidiaries, as of
the end of such quarter, and consolidated statements of income and statements of
cash flows of GCI and GCII, and consolidating statements of income of the
Borrower and its Subsidiaries, for the portion of the fiscal year ending with
such quarter, setting forth, in comparative form, figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, and certified by
an Authorized Officer as prepared in accordance with GAAP, and fairly presenting
the financial position and results of operations of GCI, the Borrower and their
Subsidiaries and (ii) for the Borrower and its Restricted Subsidiaries,
comparisons and reconciliations of actual results to the budget delivered
pursuant to Section 5.5(e) below for the fiscal quarter most recently ended, in
reasonable detail and satisfactory to the Administrative Agent;

                  (b) As soon as available and in any event within 120 days
after the end of each fiscal year, (i) consolidated balance sheets of GCI and
GCII, and consolidating balance sheets of the Borrower and its Subsidiaries, as
of the end of such fiscal year, and consolidated statements of income and cash
flows of GCI, and consolidating statements of income of the Borrower and its
Subsidiaries, for such fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an unqualified opinion of the Auditor,
which opinion shall state that such financial statements were prepared in
accordance with GAAP, that the examination by the Auditor in connection with
such financial statements was made in accordance with generally accepted
auditing standards, and that such financial statements present fairly the
financial position and results of operations of GCI and its Subsidiaries and
(ii) for the Borrower and the Restricted Subsidiaries, all information set forth
in (i) above in a separate presentation;

                  (c) Promptly upon receipt thereof, (i) copies of all material
reports or letters submitted to the Borrower, GCII or any Subsidiary of the
Borrower or GCII by the Auditor or any other accountants in connection with any
annual, interim, or special audit, including without limitation the comment
letter submitted to management in connection with any such audit, (ii) each
financial statement, report, notice or proxy statement sent by GCI, GCII, the
Borrower or any Restricted Subsidiary in writing to stockholders generally,
(iii) each regular or periodic report and any preliminary and final registration
statement or prospectus filed by GCII, the Borrower or any Restricted Subsidiary
with any securities exchange, with the Securities and Exchange Commission or any
successor agency, and (iv) all press releases concerning material financial
aspects of GCII, the Borrower or any Restricted Subsidiary;

                  (d) Together with each set of financial statements delivered
pursuant to subsections (a) and (b) above, a Compliance Certificate executed by
an Authorized Officer, which such Compliance Certificate must (i) certify that
there has occurred no Default or Event of


                                       55
<PAGE>
Default, and (ii) set forth the detailed calculations with respect to the
financial covenants required by Sections 6.11, 6.12, 6.13 and 6.14 hereof;

                  (e) As soon as available and in any event not later than 30
days after the beginning of each fiscal year of the Borrower, the annual
operating and Capital Expenditure budgets of the Borrower and the Restricted
Subsidiaries for such fiscal year;

                  (f) (i) Promptly upon knowledge by the Borrower or any other
Transaction Party of the occurrence of any Default or Event of Default, a notice
from an Authorized Officer, setting forth the details of such Default or Event
of Default, and the action being taken or proposed to be taken with respect
thereto, and (ii) promptly upon knowledge by the Borrower or any other
Transaction Party of the occurrence of any material adverse change regarding the
financial condition, business, operations or prospects of any Unrestricted
Subsidiary, a notice from an Authorized Officer, setting forth the details of
such material adverse change and the action being taken or proposed to be taken
with respect thereto;

                  (g) As soon as possible and in any event within five Business
Days after knowledge thereof by the Borrower or any other Transaction Party,
notice of any Litigation pending or threatened against the Borrower or any other
Transaction Party which, if determined adversely, could reasonably be expected
to result in a judgment, penalties, or damages in excess of $1,000,000 together
with a statement of an Authorized Officer describing the allegations of such
Litigation, and the action being taken or proposed to be taken with respect
thereto;

                  (h) Promptly following notice or knowledge thereof by the
Borrower or any other Transaction Party, notice of any actual or threatened loss
or termination of any material Authorization of the Borrower or any other
Transaction Party or any Unrestricted Subsidiary, together with a statement of
an Authorized Officer describing the circumstances surrounding the same, and the
action being taken or proposed to be taken with respect thereto;

                  (i) Promptly after filing or receipt thereof, copies of all
reports and notices that the Borrower or any other Transaction Party or
Unrestricted Subsidiary (i) files or receives in respect of any Plan with or
from the Internal Revenue Service, the PBGC, or the United States Department of
Labor, or (ii) furnishes to or receives from any holders of any Indebtedness or
Contingent Liability, if in either case, any information or dispute referred to
therein either causes a Default or Event of Default, or could reasonably be
expected to cause or result in a Default or an Event of Default;

                  (j) Within 30 days after renewal or issuance of any hazard,
public liability, business interruption, or other insurance policy maintained by
the Borrower or any other Transaction Party, a copy of the binder or insurance
certificate (showing the Administrative Agent, on behalf of the Borrower or such
Transaction Party, as loss payee or additional insured, as appropriate);

                  (k) As soon as possible, and in any event within 10 days after
receipt by the Borrower or any other Transaction Party, a copy of (a) any notice
or claim to the effect that the Borrower or any other Transaction Party is or
may be liable to any Person as a result of the release by the Borrower, any
other Transaction Party or any other Person of any toxic or


                                       56
<PAGE>
hazardous waste or substance into the environment, and (b) any notice alleging
any violation of any federal, state or local environmental, health or safety law
or regulation by the Borrower or any other Transaction Party which could
reasonably be expected to, in either case, cause a Material Adverse Effect; and

                  (l) Promptly upon request, such other information concerning
the condition or operations of the Borrower, any other Transaction Party,
Unrestricted Subsidiary and any of their Affiliates, financial or otherwise, as
the Administrative Agent, Issuing Bank or any Lender may from time to time
reasonably request.

                  SECTION 5.6. Use of Proceeds. The proceeds of the Loans shall
be available, and the Borrower shall use such proceeds, (a) to refinance all
outstanding Indebtedness under the Existing Credit Agreement, (b) to finance the
payment of all fees and expenses related to such refinancing, and (c) for
general corporate purposes.

                  SECTION 5.7. Maintenance of Existence and Assets. Except as
provided by Section 6.6 of this Credit Agreement, maintain its corporate
existence, authority to do business in the jurisdictions in which it is
necessary for the Borrower or such Transaction Party to do so, and all
Authorizations necessary for the operation of any of their businesses. The
Borrower shall maintain, and shall cause each other Transaction Party to
maintain, the assets necessary for use in their respective businesses in good
repair, working order and condition, and make all such repairs, renewals and
replacements thereof as may be reasonably required.

                  SECTION 5.8. Payment of Taxes. The Borrower and GCII will and
will cause all Subsidiaries of GCII and the Borrower to, promptly pay and
discharge all lawful Taxes imposed upon it or upon its income or profit or upon
any Property belonging to it, unless such Tax shall not at the time be due and
payable, or if the validity thereof shall currently be contested on a timely
basis in good faith by appropriate proceedings (provided that the enforcement of
any Liens arising out of any such nonpayment shall be stayed or bonded during
the proceedings) and adequate reserves with respect to such Tax shall have been
established in accordance with GAAP.

                  SECTION 5.9. ERISA Plan Compliance and Reports. Furnish to the
Administrative Agent (i) as soon as possible, and in any event within ten (10)
days after any executive officer of a Transaction Party has knowledge that (A)
any Reportable Event with respect to any Plan has occurred, a statement of an
executive officer of the Transaction Party, setting forth on behalf of such
Transaction Party details as to such Reportable Event and the action which it
proposes to take with respect thereto, together with a copy of the notice, if
any, required to be filed of such Reportable Event given to the PBGC or (B) an
accumulated funding deficiency has been incurred or an application has been made
to the Secretary of the Treasury for a waiver or modification of the minimum
funding standard or an extension of any amortization period under Section 412 of
the Code with respect to a Plan or Multiemployer Plan has been or is proposed to
be terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA, proceedings have been instituted to terminate a Plan if such Plan is
subject to Title IV of ERISA, an action has been instituted pursuant to Section
515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, or
any such Transaction Party or ERISA Affiliate will incur any liability to or on
account of the termination of or withdrawal from a Plan subject to


                                       57
<PAGE>
Title IV of ERISA or Multiemployer Plan under Section 4062, 4063, 4201 or 4204
of ERISA, a statement of an executive officer of the Transaction Party, setting
forth details as to such event and the action the applicable Transaction Party
proposes to take with respect thereto, (ii) promptly upon reasonable request of
the Administrative Agent, copies of each annual and other report with respect to
each Plan and (iii) promptly after receipt thereof, a copy of any notice any
Transaction Party or ERISA Affiliate may receive from the PBGC relating to the
PBGC's intention to terminate any Plan subject to Title IV of ERISA or to
appoint a trustee to administer any Plan subject to Title IV of ERISA.

                  SECTION 5.10. Authorizations and Material Agreements. The
Borrower and GCII shall, and shall cause the Restricted Subsidiaries to, obtain
and comply in all material respects with all FCC Licenses relating to their
business or the performance of their obligations under the Fundamental
Documents. The Borrower and GCII shall, and shall cause the Restricted
Subsidiaries to, obtain and comply in all material respects with all
Authorizations relating to their business or the performance of their
obligations under the Fundamental Documents, except to the extent failure to do
so could not reasonably be expected to cause or result in a Material Adverse
Effect. The Borrower shall, and shall cause all other Transaction Parties to,
maintain and comply in all material respects with all agreements necessary or
appropriate for any of them to own, maintain, or operate any of their businesses
or Properties or to perform their obligations under the Fundamental Documents.

                  SECTION 5.11. Further Assurances. The Borrower shall, and
shall cause each other Transaction Party to, make, execute or endorse, and
acknowledge and deliver or file or cause the same to be done, all such vouchers,
invoices, notices, certifications and additional agreements, undertakings,
conveyances, deeds of trust, mortgages, security agreements, transfers,
assignments, financing statements or other assurances, and take any and all such
other action, as the Administrative Agent may, from time to time, deem
reasonably necessary or proper in connection with any Transaction Party's
obligations under any of the Fundamental Documents and the obligations of the
Borrower thereunder, or for better assuring and confirming unto the
Administrative Agent all or any part of the security for any of the Obligations,
including, without limitation, (i) using reasonable efforts to obtain and
deliver to the Administrative Agent within forty-five (45) days after the
Closing Date an Account Control Agreement or an Amendment to Account Control
Agreement with respect to each bank account held by the Transaction Parties,
duly executed by the applicable Transaction Party and the financial institution
party thereto (including, without limitation, all deposit accounts, securities
accounts and other accounts listed on Schedule 3.18 hereto) and (ii) delivering
to the Administrative Agent within thirty (30) days after the Closing Date
copies of the articles or certificate of incorporation of each Transaction Party
(other than AUSP), GCI Transport and Satco certified by the Secretary of State
(or equivalent thereof) of its jurisdiction of incorporation or organization.

                  SECTION 5.12. Public Debt Rating. The Borrower shall maintain
a public debt rating from a rating agency, which rating agency is acceptable to
the Administrative Agent.

                  SECTION 5.13. Subsidiaries. Deliver to the Administrative
Agent reasonably promptly after formation or acquisition of any new Subsidiary
which is not an Unrestricted Subsidiary (but in any event prior to commencement
of operations by such Subsidiary) an


                                       58
<PAGE>
Instrument of Assumption and Joinder executed by such Subsidiary, appropriate
UCC-1 Financing Statements, mortgages and/or other security documents,
organizational documents and written opinions of counsel, all as may be
reasonably requested by the Administrative Agent or its counsel and all in form
and substance reasonably satisfactory to the Administrative Agent and its
counsel and if applicable, certificates or other instruments (if any)
representing 100% of the stock or other equity interests of such Subsidiary
acquired by a Transaction Party together with an undated stock power (or other
appropriate document) executed in blank for each such certificate or other
instrument.

6. NEGATIVE COVENANTS

                  From the date hereof and for so long as any Commitment shall
be in effect, any loan or any portion of the obligations or any Letter of Credit
is outstanding, or the Borrower or any Transaction Party owes any other amount
hereunder or under any other Fundamental Document, each Transaction Party agrees
that, unless the Required Lenders shall otherwise consent in writing, it will
not:

                  SECTION 6.1. Indebtedness. Create, incur, assume, become or be
liable in any manner in respect of, or suffer to exist, any Indebtedness, except
(a) Indebtedness under the Fundamental Documents; (b) Indebtedness under the
Senior Notes and other Indebtedness in existence on the date hereof as shown on
Schedule 3.8 hereto, and renewals, extensions (but not increases), and
refinancings thereof on terms substantially similar thereto and on terms no more
restrictive (provided, that the maturity date for any such refinancing is no
earlier than twelve (12) months beyond the maturity of the Indebtedness being
refinanced); (c) Indebtedness permitted to be incurred as Contingent Liabilities
pursuant to Section 6.2 hereof; (d) Indebtedness owed by the Borrower to any of
the Restricted Subsidiaries or owed by any of the Restricted Subsidiaries to the
Borrower or another Restricted Subsidiary (other than Indebtedness owed by AUSP
to such Person); and (e) Indebtedness for any deferred purchase price payable
under contracts relating to the construction or acquisition of up to $58 million
of submarine fiber capacity between Alaska and the lower forty-eight states
(provided, that the aggregate principal amount outstanding of such Indebtedness
shall not exceed $15,000,000 during the term of this Credit Agreement).

                  SECTION 6.2. Contingent Liabilities. Create, incur, assume,
become or be liable in any manner in respect of, or suffer to exist, any
Contingent Liabilities, except (a) Contingent Liabilities under or relating to
this Credit Agreement and the other Fundamental Documents, (b) Contingent
Liabilities in existence on the Closing Date, as shown on Schedule 3.8 hereto,
(c) Contingent Liabilities resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business, (d) utility bonds
and other similar bonds entered into in the ordinary course of business and (e)
Guarantees of the obligations of other members of the Restricted Group
(provided, that the underlying obligations being so guaranteed are otherwise
permitted to be incurred pursuant to the terms hereof).

                  SECTION 6.3. Liens. Create or suffer to exist any Lien upon
any of its Collateral or any of its Property, except Permitted Encumbrances.


                                       59
<PAGE>
                  SECTION 6.4. Dispositions of Assets. Sell, lease, assign, or
otherwise dispose of any assets of the Borrower or any Restricted Subsidiary, or
otherwise consummate any Asset Sale, except (a) sales or dispositions of
inventory in the ordinary course of business, (b) sales or other dispositions of
obsolete or useless assets in the ordinary course of business, (c) so long as
there exists no Default or Event of Default both before and after giving effect
to such disposition, Asset Sales in an aggregate amount over the term of this
Credit Agreement not to exceed $20,000,000, (d) sales, discounts or other
dispositions of receivables made pursuant to Section 6.20 hereof and (e) sales
or other dispositions solely between members of the Restricted Group (items (a)
through (e) collectively referred to herein as "Permitted Dispositions"), the
proceeds of which repay the outstanding Obligations in accordance with the terms
of Section 2.10 hereof, as applicable.

                  SECTION 6.5. Distributions and Restricted Payments. Make any
Restricted Payments, other than (a) 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 Transaction Party may make Restricted Payments in the form
of Distributions to GCII in an amount not in excess of cash income Taxes
attributable to income from the Borrower and its Restricted Subsidiaries (and
GCII may make Restricted Payments in such amounts in the form of Distributions
to GCI), and scheduled cash interest payments required to be paid by GCII under
the Senior Notes, provided, that the Lenders agree that in no event shall the
opening phrase of this subsection (a) prohibit the payment of any such
Distribution by the Borrower or payment of interest by GCII on the Senior Notes
for more than 180 days in any consecutive 360-day period, unless there exists an
Event of Default under Section 7.1(a) hereof (whether by acceleration or
otherwise), (b) the Transaction Parties (i) may make required Restricted
Payments (but not non-mandatory prepayments) on Funded Indebtedness incurred in
accordance with the terms of Section 6.1 hereof (but with respect to the Senior
Notes, only payments of cash interest which accrues thereon), and (ii) may make
payments of income Taxes, (c) so long as there exists no Default or Event of
Default both before and after giving effect to any such Restricted Payment,
Distributions payable with respect to the preferred stock of GCI outstanding on
the date hereof, not to exceed $2,200,000 annually in the aggregate, and (d) so
long as there exists no Default or Event of Default both before and after giving
effect to any such Restricted Payments, Restricted Payments made exclusively out
of Excess Cash Flow up to a maximum amount of $15,000,000 reduced by the
aggregate amount of investments made in accordance with Section 6.9(f) hereof
and further reduced by the amount of dividends made by the Borrower to GCII on
or since the Prior Closing Date.

                  SECTION 6.6. Merger; Consolidation. Merge into or consolidate
with any Person except (a) any Wholly-Owned Subsidiary may merge or consolidate
with another Wholly-Owned Subsidiary, and (b) any Wholly-Owned Subsidiary may
merge with the Borrower, provided that the Borrower is the surviving entity.

                  SECTION 6.7. Business. Change the nature of its business as
now conducted.

                  SECTION 6.8. Transactions with Affiliates. Enter into or be
party to a transaction with any Affiliate, except on terms no less favorable
than could be obtained on an arm's-length basis with a Person that is not an
Affiliate. Notwithstanding the foregoing limitation, the Borrower and the
Transaction Parties may enter into or suffer to exist the following: (i) any
transaction pursuant to any contract in existence on the Closing Date on the


                                       60
<PAGE>
terms of such contract as in effect on the Closing Date; (ii) any transaction or
series of transactions between the Borrower and one or more of its Restricted
Subsidiaries or between two or more of its Restricted Subsidiaries; (iii) any
Restricted Payment permitted to be made pursuant to Section 6.5 hereof; (iv) the
payment of compensation by GCII, the Borrower or any of its Subsidiaries
(including amounts paid pursuant to employee benefit plans) in the ordinary
course of business for the personal services of officers, directors and
employees of the Borrower or any of its Restricted Subsidiaries, so long as the
Board of Directors of GCI and the Borrower in good faith shall have approved the
terms thereof and deemed the services theretofore or thereafter to be performed
for such compensation or fees to be fair consideration therefor; (v) loans and
advances permitted under Section 6.9(c) hereof; and (vi) payment of loans
existing on the date hereof owed by an employee or director of a Transaction
Party with the Capital Stock of GCI.

                  SECTION 6.9. Loans and Investments. 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 of the stock or assets of any other Person,
except the following (each, a "Permitted Investment"): (a) Investments existing
on the date hereof and contemplated by the terms of this Credit Agreement, each
as shown on Schedule 3.13 hereto; (b) Investments in Cash Equivalents; (c)
Investments constituting advances or loans in the ordinary course of business to
officers and employees consistent with past practices, provided, that such loans
and advances made in cash do not exceed $5,000,000 outstanding at any one time;
(d) Investments in accounts receivable arising in the ordinary course of
business; (e) Investments by the Borrower in any of the Restricted Subsidiaries
or by any of the Restricted Subsidiaries in the Borrower or another Restricted
Subsidiary (other than Investments by such Person in AUSP) or by GCII in any
member of the Restricted Group; (f) Investments of up to $5,000,000 during each
of the 2004, 2005, 2006 and 2007 fiscal years, as measured on December 31st of
each such year (provided, that during any such fiscal year, the aggregate amount
of such Investments plus any Excess Capital Expenditures shall not exceed the
aggregate amount of Excess Cash Flow generated during such fiscal year); and (g)
the acquisition of the Capital Stock of GCI to pay compensation pursuant to
Section 6.8(iv) hereof.

                  SECTION 6.10. Fiscal Year and Accounting Method. Change its
fiscal year or method of accounting, except as may be required by GAAP.

                  SECTION 6.11. Total Leverage Ratio. At any time during each
period set forth below, permit the Total Leverage Ratio to be greater than the
corresponding ratio set forth below:

         Period                                  Total Leverage Ratio
         ------                                  --------------------
         Closing Date through December 30, 2003        4.25:1
         December 31, 2003 through
         December 30, 2004                             4.00:1
         December 31, 2004 through
         December 30, 2005                             3.75:1
         December 31, 2005 through
         June 29, 2006                                 3.50:1
         June 30, 2006
         through June 29, 2007                         3.25:1
         June 30, 2007 through
         September 29, 2007                            3.00:1


                                       61
<PAGE>
         September 30, 2007 through Final
         Maturity Date                                 2.75:1

                  SECTION 6.12. Senior Secured Leverage Ratio. At any time
during the periods set forth below, permit the Senior Secured Leverage Ratio to
be greater than the corresponding ratio set forth below:

         Period                                  Total Leverage Ratio

         Closing Date through December 30, 2004        2.00:1
         December 31, 2004 through
         September 29, 2006                            1.75:1
         September 30, 2006 through
         June 29, 2007                                 1.50:1
         June 30, 2007 through
         September 29, 2007                            1.25:1
         September 30, 2007 through
         Final Maturity Date                           1.00:1

                  SECTION 6.13. Interest Coverage Ratio. At any time during the
term hereof, permit the Interest Coverage Ratio to be less than 2.50:1.

                  SECTION 6.14. Capital Expenditures. (a) The Transaction
Parties and, solely for purposes of determining compliance with this Section
6.14, GCI Transport and Satco, shall not make or incur any obligation to make
Capital Expenditures (other than Permitted New Fiber Cap Ex) during any of the
2003, 2004, 2005 or 2006 fiscal years (as measured on December 31st of each such
year) which in the aggregate exceeds $25,000,000 in such fiscal year plus the
amount by which the aggregate amount of Excess Cash Flow generated during such
fiscal year exceeded the amount of any Investments made pursuant to Section
6.9(f) hereof during such fiscal year.

                  (b) In addition to the restrictions set forth in clause (a)
above, during any period when the aggregate outstanding principal amount of
Revolving Loans exceeds $25,000,000, the Transaction Parties may not make or
incur any obligation to make Excess Capital Expenditures; provided, that such
making or incurrence of an obligation to make Excess Capital Expenditures shall
not constitute an Event of Default hereunder if, within sixty (60) days thereof,
the Borrower prepays Revolving Loans in an amount sufficient for the aggregate
outstanding principal amount of Revolving Loans to be equal to or below
$25,000,000.

                  SECTION 6.15. Issuance of Partnership Interest and Capital
Stock; Amendment of Articles and By-Laws. Except in connection with the
transactions consummated on or prior to the Closing Date, and except (i) as
permitted in Section 6.4 or 6.6 hereof or (ii) as contemplated in the definition
of Permitted New Fiber Cap Ex, issue, sell or otherwise dispose of any Capital
Stock of any Transaction Party, or any options or rights to acquire such Capital
Stock not issued and outstanding on the Closing Date. The Borrower shall not
amend its articles of organization or bylaws and the Borrower shall not permit
any of the other Transaction Parties to amend its articles of organization or
bylaws or partnership agreement, as applicable; provided, however, that so long
as there exists no Default or Event of Default both prior to and after giving
effect to such amendment, and after written notice to the Administrative Agent,
the Borrower or any of the other Transaction Parties may make (i) changes to
comply with Applicable Law and (ii) changes immaterial in nature.


                                       62
<PAGE>
                  SECTION 6.16. Change of Ownership. Except as permitted by
Section 6.4 or 6.6 hereof, permit any decrease in the ownership of the Borrower
and each Guarantor from the ownership thereof as of the date hereof as disclosed
on Schedule 3.1
hereto.
                  SECTION 6.17. Sale and Leaseback. Enter into any arrangement
whereby it sells or transfers any of its assets, and thereafter rents or leases
such assets other than the leaseback of assets disposed of pursuant to Section
6.4(c) hereof.

                  SECTION 6.18. Compliance with ERISA. Engage in a "prohibited
transaction", as defined in Section 406 of ERISA or Section 4975 of the Code,
with respect to any Plan or Multiemployer Plan or knowingly consent to any
"party in interest" or any "disqualified person", as such terms are defined in
Section 3(14) or ERISA and Section 4975(e)(2) of the Code, respectively,
engaging in any "prohibited transaction", with respect to any Plan or
Multiemployer Plan; or permit any Plan to incur any "accumulated funding
deficiency", as defined in Section 302 of ERISA or Section 412 of the Code; or
terminate any Plan in a manner which could result in the imposition of a Lien on
any property of any Transaction Party, any Subsidiary of a Transaction Party or
any ERISA Affiliate pursuant to Section 4068 of ERISA; or breach or knowingly
permit any employee or officer or any trustee or administrator of any Plan to
breach any fiduciary responsibility imposed under Title I of ERISA with respect
to any Plan; engage in any transaction which would result in the incurrence of a
liability under Section 4069 of ERISA; or fail to make contributions to a Plan
or Multiemployer Plan which could result in the imposition of a Lien on any
property of any Transaction Party, any Subsidiary of a Transaction Party or any
ERISA Affiliate pursuant to Section 302(f) of ERISA or Section 412(n) of the
Code, if the occurrence of any of the foregoing events (alone or in the
aggregate) would result in a liability which has a Material Adverse Effect.

                  SECTION 6.19. Derivative Exposure. Enter into or become liable
in respect of any Derivative Contract except for bonafide hedging purposes in
the ordinary course of business.

                  SECTION 6.20. Sale of Receivables. Sell, discount or otherwise
dispose of any receivables owing to any Transaction Party except (i) for
purposes of collection in the ordinary course of business, (ii) in connection
with the sale of the related Transaction Party, Subsidiary or property to the
extent not prohibited by Section 6.4 hereof or (iii) the disposition or reversal
of up to $13,000,000 of certain Worldcom accounts receivable.

                  SECTION 6.21. Amendments to Material Agreements. Amend or
change any Material Agreements of the Borrower in any manner that is material
and adverse to the Lenders except with the prior written consent of the Required
Lenders, or amend or change any Fundamental Document other than with the prior
written consent of the Lenders pursuant to Section 13.10 hereof, nor shall the
Borrower or any other Transaction Party change or amend (or take any action or
fail to take any action the result of which is an effective amendment or change)
or accept any waiver or consent with respect to any Material Agreement that is
material and adverse to the Lenders except with the prior written consent of the
Required Lenders.

                  SECTION 6.22. Limitation on Restrictive Agreements. Other than
in connection with the Senior Notes, enter into any indenture, agreement,
instrument, fundamental document or other arrangement which, directly or
indirectly, prohibits or restrains, or has the effect of


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prohibiting or restraining, or imposes materially adverse conditions upon: (a)
the incurrence of Indebtedness; (b) the granting of Liens (except for provisions
contained in Capital Leases of property that are permitted hereunder that limit
Liens only on the specific property subject to the Capital Lease and, except for
Liens in favor of the Administrative Agent and the Lenders); (c) the making or
granting of Guarantees; (d) the payment of dividends or Distributions; (e) the
purchase, redemption or retirement of any Capital Stock; (f) the making of loans
or advances; (g) transfers or sales of property or assets (including Capital
Stock) by the Borrower or any of the Restricted Subsidiaries; (h) the making of
Investments or acquisitions; or (i) any change of control or management, other
than with respect to leases or service contracts entered into the ordinary
course of business which are not material.

7. EVENTS OF DEFAULT

                  SECTION 7.1. Events of Default. Any one or more of the
following shall be an "Event of Default" hereunder, if the same shall occur for
any reason whatsoever, whether voluntary or involuntary, by operation of law, or
otherwise:

                  (a) The Borrower shall fail to pay (i) any principal on any
Note when due, (ii) any interest on any Note within three days after the same
becomes due, or (iii) any Commitment Fees, other fees, or other amounts payable
under any Fundamental Document within five days after the same becomes due;

                  (b) Any representation or warranty made or deemed made by the
Borrower or any other Transaction Party (or any of its officers or
representatives) under or in connection with any of the Fundamental Documents
shall prove to have been incorrect or misleading in any material respect when
made or deemed made;

                  (c) The Borrower or any other Transaction Party shall fail to
perform or observe any term or condition contained in Article 5 hereof (except
Section 5.5(f) hereof) which is not remedied within thirty days after the
earlier of (i) actual knowledge of such breach by GCII, the Borrower or any of
the Restricted Subsidiaries of such breach and (ii) written notice from the
Administrative Agent or any Lender of such breach;

                  (d) The Borrower or any other Transaction Party shall fail to
perform or observe any term or covenant contained in Article 6 hereof or in
Section 5.5(f) hereof;

                  (e) Any Transaction Party shall fail to perform or observe any
other term or covenant contained in any Fundamental Document, other than those
described in Sections 7.1(a), (b), (c) and (d) hereof which is not remedied
within thirty days after the earlier of (i) actual knowledge of such breach by
GCII, the Borrower or any of the Restricted Subsidiaries of such breach and (ii)
written notice from the Administrative Agent or any Lender of such breach;

                  (f) Any Fundamental document or material provision thereof
shall, for any reason, not be valid and binding on the Transaction Party
signatory thereto, or not be in full force and effect, or shall be declared to
be null and void; the validity or enforceability of any Fundamental Document
shall be contested by any Transaction Party; any Transaction Party shall deny
that it has any or further liability or obligation under its respective
Fundamental Documents that has not been satisfied; or any default or breach
under any provision of any Fundamental


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Documents shall continue after the applicable grace period, if any, specified in
such Fundamental Document;

                  (g) Any of the following shall occur: (i) any Transaction
Party, GCI Transport or Satco shall make an assignment for the benefit of
creditors or be unable to pay its debts generally as they become due; (ii) any
Transaction Party, GCI Transport or Satco shall petition or apply to any
Governmental Authority for the appointment of a trustee, receiver, or liquidator
of it, or of any substantial part of its assets, or shall commence any
proceedings relating to any Transaction Party, GCI Transport or Satco under any
Debtor Relief Law, whether now or hereafter in effect; (iii) any such petition
or application shall be filed, or any such proceedings shall be commenced,
against any Transaction Party, GCI Transport or Satco, or an order, judgment or
decree shall be entered appointing any such trustee, receiver, or liquidator, or
approving the petition in any such proceedings and such petition, application or
proceedings shall continue undismissed for 30 days or such order, judgment or
decree shall continue unstayed and in effect for 30 days; (iv) any final order,
judgment, or decree shall be entered in any proceedings against any Transaction
Party, GCI Transport or Satco decreeing its dissolution; or (v) any final order,
judgment, or decree shall be entered in any proceedings against any Transaction
Party, GCI Transport or Satco decreeing its split-up which requires the
divestiture of a substantial part of its assets;

                  (h) Any Transaction Party, GCI Transport or Satco shall fail
to pay any Indebtedness or Contingent Liability with an outstanding principal or
face amount of $5,000,000 or more when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness or Contingent Liability; or any
Transaction Party shall fail to perform or observe any term or covenant
contained in any agreement or instrument relating to any such Indebtedness or
Contingent Liability, when required to be performed or observed, and such
failure shall continue after the applicable grace period, if any, specified in
such agreement or instrument, and can result in acceleration of the maturity of
such Indebtedness or Contingent Liability; or any such Indebtedness or
Contingent Liability shall be declared to be due and payable, or required to be
prepaid (other than by a required prepayment), prior to the stated maturity
thereof;

                  (i) Any Transaction Party shall have any judgment(s)
outstanding against it for the payment of $1,000,000 or more, and such
judgment(s) shall remain unstayed, in effect, uncontested and unpaid for a
period of 30 days;

                  (j) (i) Any Authorization necessary for the ownership or
essential for the operation of the business of any Transaction Party, GCI
Transport or Satco, shall expire, and on or prior to such expiration, the same
shall not have been renewed or replaced by another Authorization authorizing
substantially the same operations, (ii) any such Authorization shall be
canceled, revoked, terminated, rescinded, annulled, suspended or modified in a
materially adverse respect, or shall no longer be in full force and effect, or
the grant or the effectiveness thereof shall have been stayed, vacated, reversed
or set aside, and such action shall be no longer subject to further
administrative or judicial review, (iii) the FCC shall have issued, on its own
initiative and not upon the complaint of or at the request of a third party, any
hearing designation order in any non-comparative license renewal proceeding or
any license revocation proceeding


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<PAGE>
involving any FCC License or Authorization of any Transaction Party, GCI
Transport or Satco, or (iv) in any non-comparative license renewal proceeding or
license revocation proceeding initiated by the FCC upon the complaint of or at
the request of a third party or any comparative (i.e., multiple applicant)
license renewal proceeding, in each case involving any FCC License or
Authorization of any Transaction Party or Satco; any administrative law judge of
the FCC (or successor to the functions of an administrative law judge of the
FCC) shall have issued an initial decision to the effect that any Transaction
Party, GCI Transport or Satco lacks the basic qualifications to own or operate
any portion of its business or is not deserving of a renewal expectancy, and
such initial decision shall not have been timely appealed or shall otherwise
have become an order that is final and no longer subject to further
administrative or judicial review (provided, however, that none of the foregoing
events described in clauses (i), (ii), (iii) or (iv) of this Section 7.1(j)
shall constitute an Event of Default if such expiration, cancellation,
revocation or other loss would not materially adversely affect the value of the
Collateral or the ability of any Transaction Party, GCI Transport or Satco to
perform its obligations under the Fundamental Documents to which it is a party);

                  (k) (i) Failure by any Transaction Party or ERISA Affiliate to
make any contributions required to be made to a Plan subject to Title IV of
ERISA or a Multiemployer Plan, (ii) any accumulated funding deficiency (within
the meaning of Section 4971(c) of the Code) shall exist with respect to any Plan
(whether or not waived), (iii) failure by any Plan to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or an extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, (iv) any Transaction Party or ERISA Affiliate shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan, or that a Multiemployer Plan is
in reorganization or is being terminated, (v) a Reportable Event with respect to
a Plan shall have occurred, (vi) the withdrawal by any Transaction Party or
ERISA Affiliate from a Plan during a plan year in which it was a substantial
employer (within the meaning of Section 4001(a)(2) or 4062(e) of ERISA), (vii)
the termination of a Plan, or the filing of a notice of intent to terminate a
Plan under Section 4041(c) of ERISA, (viii) the institution of proceedings to
terminate, or the appointment of a trustee with respect to, a Plan by the PBGC,
(ix) any other event or condition which could constitute grounds under Section
4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan, or (x) the imposition of a Lien pursuant to Section 412 of
the Code or Section 302 of ERISA as to any Transaction Party or ERISA Affiliate;
and the occurrence of any of the foregoing events, individually or in the
aggregate, could reasonably be expected to result in a liability in excess of
$1,000,000;

                  (l) The Borrower or any Transaction Party shall be required
under any Environmental Law (i) to implement any remedial, neutralization, or
stabilization process or program, the cost of which could constitute a Material
Adverse Effect, or (ii) to pay any penalty, fine, or damages in an aggregate
amount of $1,000,000 or more;

                  (m) Any Property (whether leased or owned) of any Transaction
Party, or the operations conducted thereon by any of them or any current or
prior owner or operator thereof (in the case of real Property), shall violate or
have violated any applicable Environmental Law, if such violation could
constitute a Material Adverse Effect; or any Transaction Party shall not


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obtain or maintain any license required to be obtained or filed under any
Environmental Law in connection with the use of such Property and assets,
including without limitation past or present treatment, storage, disposal, or
release of Hazardous Materials into the environment, if the failure to obtain or
maintain the same could constitute a Material Adverse Effect;

                  (n) Any Fundamental Document shall for any reason (other than
pursuant to the terms thereof) cease to create a valid and perfected first
priority Lien in the Collateral (subject to Permitted Encumbrances) purported to
be covered thereby and the value of such Collateral, singly or in the aggregate,
equals or exceeds $1,000,000;

                  (o) The occurrence of any Change of Control;

                  (p) At any time, (i) less than 100% of the Capital Stock of
the Borrower, the Restricted Subsidiaries and the Guarantors owned by a
Transaction Party shall be pledged to the Lenders (except that the Capital Stock
of GCII does not have to be pledged) to secure the Obligations pursuant to a
first and prior perfected Lien (subject to inchoate tax liens), (ii) all or any
portion of the Collateral constituting any system or systems which service 5% or
more of the customers of the Borrower and the Restricted Subsidiaries
("Significant Segment"), or all or any portion of the Pledged Interests, shall
be the subject of any proceeding instituted by any Person, (iii) there shall
exist any litigation or overtly threatened litigation with respect to all or any
portion of the Collateral constituting a Significant Segment or all or any
portion of the Pledged Interests, which litigation could reasonably be expected
to have a Material Adverse Effect; (iv) all or any portion of the Collateral
constituting a Significant Segment shall be the subject of any legal proceeding
instituted by any Person other than a Lender or the Administrative Agent (except
in connection with any Lender's exercise of any remedies under the Fundamental
Documents), which litigation could reasonably be expected to have a Material
Adverse Effect; (v) any document or instrument creating or granting a security
interest or Lien in any Collateral shall for any reason fail to create a valid
first priority security interest (subject to Permitted Encumbrances in any
Collateral purported to be covered thereby; or (vi) any material portion of the
Collateral shall not be subject to a prior perfected security interest (subject
to Permitted Encumbrances), or be subject to attachment, levy or replenishment,
unless such attachment, levy or replenishment shall be stayed, or bonded in an
amount substantially equal to the fair market value of such Property and only
for so long as such stay or bond exists;

                  (q) (i) A petition or complaint is filed before or by the
Federal Trade Commission, the United States Justice Department, or any other
Governmental Authority, seeking to cause the Borrower or any other Transaction
Party to divest a significant portion of its assets or the Capital Stock of any
Transaction Party or the Borrower, pursuant to any antitrust, restraint of
trade, unfair competition or similar Applicable Laws, and such petition or
complaint is not dismissed or discharged within 60 days of the filing thereof,
which such divestiture could reasonably be expected to cause a Material Adverse
Effect or (ii) a warrant of attachment or execution or similar process shall be
issued or levied against Property of the Borrower or any other Transaction Party
which, together with all other such Property of the Borrower and the other
Transaction Parties subject to other such process, exceeds in value $1,000,000
in the aggregate, and if such judgment or award is not insured or, within 60
days after the entry, issue or levy thereof, such judgment, warrant or process
shall not have been paid or discharged,


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<PAGE>
bonded or stayed pending appeal, or if, after the expiration of any such stay,
such judgment, warrant or process shall not have been paid or discharged;

                  (r) any change, event or circumstance shall occur (including,
without limitation, an act of a Governmental Authority or a natural disaster)
that could reasonably be expected to have a Material Adverse Effect; or

                  (s) There shall exist any Event of Default relating to the
Senior Notes or under the Indenture.

                  SECTION 7.2. Remedies Upon Default. If an Event of Default
described in Section 7.1(g) hereof shall occur, the Revolving Commitment shall
be immediately terminated and the aggregate unpaid principal balance of and
accrued interest on all Loans shall, to the extent permitted by Applicable Law,
thereupon become due and payable concurrently therewith, without any action by
the Administrative Agent or any Lender, and without diligence, presentment,
demand, protest, notice of protest or intent to accelerate, or notice of any
other kind, all of which are hereby expressly waived. Subject to the foregoing
sentence, if any Event of Default shall occur and be continuing, then no
Eurodollar Loans shall be available to the Borrower and the Administrative Agent
may at its election, and shall at the direction of the Required Lenders, do any
one or more of the following:

                  (a) Declare the entire unpaid balance of all Loans immediately
due and payable, whereupon it shall be due and payable without diligence,
presentment, demand, protest, notice of protest or intent to accelerate, or
notice of any other kind (except notices specifically provided for under Section
7.1 hereof), all of which are hereby expressly waived (except to the extent
waiver of the foregoing is not permitted by Applicable Law);

                  (b) Terminate the Revolving Commitment;

                  (c) Reduce any claim of the Administrative Agent and the
Lenders to judgment; or

                  (d) Exercise any Rights afforded under any Fundamental
Documents, by Applicable Law, including but not limited to the UCC, at equity,
or otherwise.

                  SECTION 7.3. Cumulative Rights. All Rights available to the
Administrative Agent and the Lenders under the Fundamental Documents shall be
cumulative of and in addition to all other Rights granted thereto at law or in
equity, whether or not amounts owing thereunder shall be due and payable, and
whether or not the Administrative Agent or any Lender shall have instituted any
suit for collection or other action in connection with the Fundamental
Documents.

                  SECTION 7.4. Waivers. The acceptance by the Administrative
Agent or any Lender at any time and from time to time of partial payment of any
amount owing under any Fundamental Documents shall not be deemed to be a waiver
of any Default or Event of Default then existing. No waiver by the
Administrative Agent or any Lender of any Default or Event of Default shall be
deemed to be a waiver of any Default or Event of Default other than such Default
or Event of Default. No delay or omission by the Administrative Agent or any
Lender in exercising any Right under the Fundamental Documents shall impair such
Right or be construed


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as a waiver thereof or an acquiescence therein, nor shall any single or partial
exercise of any such Right preclude other or further exercise thereof, or the
exercise of any other Right under the Fundamental Documents or otherwise.

                  SECTION 7.5. Performance by the Administrative Agent or any
Lender. Should any covenant of any Transaction Party fail to be performed in
accordance with the terms of the Fundamental Documents, the Administrative Agent
may, at its option, perform or attempt to perform such covenant on behalf of
such Transaction Party. Notwithstanding the foregoing, it is expressly
understood that neither the Administrative Agent nor any Lender assumes, and
shall not ever have, except by express written consent of the Administrative
Agent or such Lender, any liability or responsibility for the performance of any
duties or covenants of any Transaction Party.

                  SECTION 7.6. Expenditures. The Borrower shall reimburse the
Administrative Agent and each Lender for any sums spent by it in connection with
the exercise of any Right provided herein. Such sums shall bear interest at the
rate in effect for Alternate Base Rate Loans pursuant to Article 2 hereof from
the date spent until the date of repayment by the Borrower.

                  SECTION 7.7. Control. None of the covenants or other
provisions contained in this Credit Agreement shall, or shall be deemed to, give
the Administrative Agent or any Lender any Rights to exercise control over the
affairs and/or management of any Transaction Party, the power of the
Administrative Agent and each Lender being limited to the Rights to exercise the
remedies provided in this Article; provided, however, that if the Administrative
Agent or any Lender becomes the owner of any partnership, stock or other equity
interest in any Person, whether through foreclosure or otherwise, it shall be
entitled to exercise such legal Rights as it may have by being an owner of such
stock or other equity interest in such Person.

8. GRANT OF SECURITY INTEREST; REMEDIES

                  SECTION 8.1. Security Interests. The Borrower, as security for
the due and punctual payment and performance of the Obligations (including
post-petition interest to the extent permitted by Applicable Law), and each of
the Guarantors, as security for its obligations under Article 9 hereof, hereby
mortgages, pledges, assigns, transfers, sets over, conveys and delivers to the
Administrative Agent (for the benefit of the Lenders and the Issuing Bank) and
grants to the Administrative Agent (for the benefit of the Lenders and the
Issuing Bank) a security interest in the Collateral.

                  SECTION 8.2. Use of Collateral. So long as no Event of Default
or Default shall have occurred and be continuing, and subject always to the
various provisions of this Credit Agreement and the other Fundamental Documents,
the Transaction Parties may use the Collateral in any lawful manner permitted
hereunder.

                  SECTION 8.3. Transaction Parties to Hold in Trust. Upon the
occurrence and during the continuance of an Event of Default and after the
request of the Administrative Agent, the Transaction Parties will, upon receipt
by any of them of any revenue, income, profits or other sums in which a security
interest is granted by this Article 8, payable pursuant to any agreement or
otherwise, or of any check, draft, note, trade acceptance or other instrument
evidencing an


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obligation to pay any such sum, hold the sum or instrument in trust for the
Lenders and the Issuing Bank, and forthwith, without any notice, demand or other
action on the part of the Lenders and the Issuing Bank whatsoever (all notices,
demands, or other actions on the part of the Lenders and the Issuing Bank being
expressly waived), endorse, transfer and deliver any such sums or instruments or
both, to the Administrative Agent to be applied to the repayment of the
Obligations in accordance with the provisions of Section 8.6 hereof.

                  SECTION 8.4. Collections, etc. Upon the occurrence and during
the continuance of an Event of Default, the Administrative Agent may, in its
sole discretion, in its name or in the name of the Borrower, any Transaction
Party or otherwise, demand, sue for, collect or receive any money or property at
any time payable or receivable on account of or in exchange for, or make any
compromise or settlement deemed desirable with respect to, any of the
Collateral, but shall be under no obligation to do so, or the Administrative
Agent may extend the time of payment, arrange for payment in installments, or
otherwise modify the terms of, or release, any of the Collateral, without
thereby incurring responsibility to, or discharging or otherwise affecting any
liability of the Borrower or any Transaction Party. The Administrative Agent
will not be required to take any steps to preserve any rights against prior
parties to the Collateral. If the Borrower or any Transaction Party fails to
make any payment or to take any action required hereunder or under any
Fundamental Document, the Administrative Agent may make such payments and take
all such actions as the Administrative Agent reasonably deems necessary to
protect the Lenders' Liens and security interests in the Collateral and/or the
value thereof, and the Administrative Agent is hereby authorized (without
limiting the general nature of the authority hereinabove conferred) to pay,
purchase, contest or compromise any Liens which in the judgment of the
Administrative Agent appear to be equal to, prior to or superior to the Liens
and security interests of the Lenders in the Collateral and any Liens not
expressly permitted by this Credit Agreement.

                  SECTION 8.5. Possession, Sale of Collateral, etc. Upon the
occurrence and during the continuance of an Event of Default, the Administrative
Agent may enter upon the premises of the Transaction Parties or wherever the
Collateral may be, and take possession of the Collateral, and may demand and
receive such possession from any Person who has possession thereof, and the
Administrative Agent may take such measures as it may deem necessary or proper
for the care or protection thereof, including the right to remove all or any
portion of the Collateral, and with or without taking such possession, may sell
or cause to be sold, whenever the Administrative Agent shall decide, in one or
more sales or parcels, at such prices as the Administrative Agent may deem best,
and for cash or on credit or for future delivery, without assumption of any
credit risk, all or any portion of the Collateral, at any broker's board or at a
public or private sale, without any demand of performance or notice of intention
to sell or of the time or place of sale (except 10 days' written notice to the
Transaction Parties of the time and place of any such sale or sales and such
other notices as may be required by Applicable Law and cannot be waived), and
any Person may be the purchaser of all or any portion of the Collateral so sold
and thereafter hold the same absolutely, free (to the fullest extent permitted
by Applicable Law) from any claim or right of whatever kind, including any
equity of redemption, of the Transaction Parties, any such demand, notice,
claim, right or equity being hereby expressly waived and released to the fullest
extent permitted by Applicable Law. At any sale or sales made pursuant to this
Article 8, the Administrative Agent may bid for or purchase, free (to the
fullest extent permitted by Applicable Law) from any claim or right of whatever
kind, including any


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equity of redemption, of the Transaction Parties, any such claim, right or
equity being hereby expressly waived and released, any part of or all of the
Collateral offered for sale, and may make any payment on account thereof by
using any claim for moneys then due and payable to the Administrative Agent and
the Lenders (subject to the provisions of Article 10 hereof) by the Transaction
Parties hereunder as a credit against the purchase price. The Administrative
Agent shall in any such sale make no representations or warranties with respect
to the Collateral or any part thereof, and neither the Administrative Agent nor
any Lender shall be chargeable with any of the obligations or liabilities of the
Transaction Parties. Each of the Transaction Parties hereby agrees (i) that it
will indemnify and hold the Administrative Agent and the Lenders harmless from
and against any and all claims with respect to the Collateral asserted before
the taking of actual possession or control of the relevant Collateral by the
Administrative Agent pursuant to this Article 8, or arising out of any act of,
or omission to act on the part of, any Person (other than the Administrative
Agent or the Lenders) prior to such taking of actual possession or control by
the Administrative Agent, or arising out of any act on the part of any of the
Transaction Parties, their Affiliates, or their agents before or after the
commencement of such actual possession or control by the Administrative Agent,
and (ii) neither the Administrative Agent nor any Lender shall have any
liability or obligation to the Transaction Parties arising out of any such claim
except for acts of willful misconduct or gross negligence or not taken in good
faith. In any action hereunder, the Administrative Agent shall be entitled to
the appointment of a receiver, without notice, to take possession of all or any
portion of the Collateral and to exercise such powers as the court shall confer
upon the receiver. Notwithstanding the foregoing, upon the occurrence of an
Event of Default, and during the continuation of such Event of Default, the
Administrative Agent shall be entitled to apply, without prior notice to the
Transaction Parties except as may be required by Applicable Law, any cash or
cash items constituting Collateral in the possession of the Administrative Agent
to payment of the Obligations.

                  SECTION 8.6. Application of Proceeds on Default. Upon the
occurrence and during the continuance of an Event of Default, the balances in
the Cash Collateral Account or in any other account of the Borrower or any of
the Transaction Parties with any Lender, all other income on the Collateral, and
all proceeds from any sale of the Collateral pursuant hereto shall be applied in
accordance with the provisions of Section 12.2 hereof. Any amounts remaining
after such payment in full shall be remitted to the Transaction Parties or as a
court of competent jurisdiction may otherwise direct.

                  SECTION 8.7. Power of Attorney. Upon the occurrence and during
the continuance of an Event of Default, (a) each of the Transaction Parties does
hereby irrevocably make, constitute and appoint the Administrative Agent or any
of its officers or designees its true and lawful attorney-in-fact with full
power in the name of the Administrative Agent or the Transaction Parties to
receive, open and dispose of all mail addressed to any of the Transaction
Parties, and to endorse any notes, checks, drafts, money orders or other
evidences of payment relating to the Collateral that may come into the
possession of the Administrative Agent, with full power and right to cause the
mail of any of the Transaction Parties to be transferred to the Administrative
Agent's own offices or otherwise, and to do any and all other acts necessary or
proper to carry out the intent of this Credit Agreement and the other
Fundamental Documents and the grant of the Liens and security interests
hereunder and under the other Fundamental Documents, and each of the Transaction
Parties hereby ratifies and confirms all that the Administrative Agent or its
substitutes shall properly do by virtue thereof, (b) each of the


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Transaction Parties does hereby further irrevocably make, constitute and appoint
the Administrative Agent or any of its officers or designees its true and lawful
attorney-in-fact in the name of the Administrative Agent or the Transaction
Parties (i) to enforce all of the Transaction Parties' rights under and pursuant
to all agreements with respect to the Collateral all for the sole benefit of the
Administrative Agent for the benefit of the Lenders, (ii) to enter into and
perform such agreements as may be necessary in order to carry out the terms,
covenants and conditions of the Fundamental Documents that are required to be
observed or performed by the Transaction Parties, (iii) to execute such other
and further mortgages, pledges and assignments of the Collateral, and related
instruments or agreements, as the Administrative Agent may reasonably require
for the purpose of perfecting, protecting, maintaining or enforcing the Liens
and security interests granted to the Administrative Agent for the benefit of
the Lenders hereunder and under the other Fundamental Documents, and (iv) to do
any and all other things necessary or proper to carry out the intention of this
Credit Agreement and the grant of the Liens and security interests hereunder and
under the other Fundamental Documents and each of the Transaction Parties hereby
ratifies and confirms in advance all that the Administrative Agent as such
attorney-in-fact or its substitutes shall properly do by virtue of this power of
attorney.

                  SECTION 8.8. Financing Statements, Direct Payment,
Confirmation of Receivables. Each of the Transaction Parties hereby authorizes
the Administrative Agent to file UCC-1 Financing Statements and any amendments
thereto or continuations thereof and any other appropriate security documents or
instruments (including, without limitation, the Deeds of Trust and any
amendments thereto) and to give any notices necessary or desirable to perfect
the Lien and security interests of the Administrative Agent for the benefit of
the Lenders and the Issuing Bank on the Collateral, in all cases without the
signature of each of the Transaction Parties or to execute such items as
attorney-in-fact for the Transaction Parties. Each of the Transaction Parties
further authorizes the Administrative Agent upon the occurrence of an Event of
Default, and during the continuation of such Event of Default, to notify any
account debtor that all sums payable to the Transaction Parties relating to the
Collateral shall be paid directly to the Administrative Agent, and to confirm
directly with such account debtors the amounts payable by them to the
Transaction Parties with regard to the Collateral and the terms of all accounts
receivable.

                  SECTION 8.9. Termination. The security interests granted under
this Article 8 shall terminate when all of the Obligations shall have been fully
and indefeasibly paid and performed and the Commitments shall have terminated;
at such time all rights to the Collateral pledged or assigned by the Transaction
Parties shall revert to the Transaction Parties. Upon any such termination, the
Administrative Agent will, at the Transaction Parties' expense, execute and
deliver to the Transaction Parties such documents (in form and substance
satisfactory to the Administrative Agent) as the Transaction Parties shall
reasonably request to evidence such termination.

                  SECTION 8.10. Remedies Not Exclusive. The rights and remedies
conferred upon or reserved to the Administrative Agent in this Article 8 are
intended to be in addition to, and not in limitation of, any other right or
remedy available to the Administrative Agent. Without limiting the generality of
the foregoing, the Administrative Agent, the Issuing Bank and the Lenders shall
have all rights and remedies of a secured party under Article 9 of the UCC and
any other Applicable Law.


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                  SECTION 8.11. Release of Collateral. Unless a Default or Event
of Default shall have occurred and be continuing, upon request by the Borrower
to the Administrative Agent in writing, the Administrative Agent shall release
its security interest in any Collateral sold by the Borrower in compliance with
the terms of this Credit Agreement and the other Fundamental Documents.

                  SECTION 8.12. Continuation and Reinstatement. The Borrower
further agrees that the security interest granted hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
the Administrative Agent or the Lenders upon the bankruptcy or reorganization of
the Borrower or otherwise.

                  SECTION 8.13. Regulatory Approvals. During the continuance of
an Event of Default, the Borrower will, at its expense, promptly execute and
deliver, or cause the execution and delivery of, all applications, certificates,
instruments, registration statements and all other documents and papers the
Administrative Agent may reasonably request or as may be required by Applicable
Law in connection with the obtaining of any consent, approval, registration,
qualification or authorization of the FCC or of any other Governmental Authority
or Person necessary or appropriate for the effective exercise of any rights
under this Credit Agreement or any other Fundamental Document. Without limiting
the generality of the foregoing, if an Event of Default shall have occurred and
be continuing, the Borrower shall take any action which the Administrative Agent
may reasonably request in order to transfer and assign to the Administrative
Agent, or to such one or more third parties as the Administrative Agent may
designate, or to a combination of the foregoing, each FCC License or
Authorization held by any of the Transaction Parties. To enforce the provisions
of this Section, the Administrative Agent is empowered to request the
appointment of a receiver from any court of competent jurisdiction. Such
receiver shall be instructed to seek from the FCC or other Governmental
Authority or Person (as applicable) an involuntary transfer of control of each
such FCC License or Authorization for the purpose of seeking a bona fide
purchaser to whom control will ultimately be transferred. The Borrower hereby
agrees to authorize such an involuntary transfer of control upon the request of
the receiver so appointed and, if the Borrower shall refuse to authorize the
transfer, its approval may be required by the court. Upon the occurrence and
continuance of an Event of Default, the Borrower shall further use its best
efforts to assist in obtaining approval of the FCC or other Governmental
Authority or Person, if required, for any action or transactions contemplated by
this Credit Agreement or any other Fundamental Document including, without
limitation, the preparation, execution and filing with the FCC or other
Governmental Authority or Person of the assignor's or transferor's portion of
any application or applications for consent to the assignment of any FCC License
or Authorization or license or the transfer of control necessary or appropriate
under the rules and regulations of the FCC or other Governmental Authority or
otherwise for the approval of the transfer or assignment of any portion of the
Collateral, together with any FCC License or Authorization held by any of the
Transaction Parties. The Borrower acknowledges that the assignment or transfer
of each FCC License or Authorization held by any of the Transaction Parties is
integral to the Administrative Agent's and Lenders' realization of the value of
the Collateral, that there is no adequate remedy at law for failure by the
Borrower to comply with the provisions of this Section and that such failure
would cause irreparable injury not adequately compensable in damages, and
therefore agrees that each and every covenant contained in this Section may be
specifically enforced, and the Borrower


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hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants.

9.       GUARANTY

                  SECTION 9.1. Guaranty. (a) Each Guarantor unconditionally and
irrevocably guarantees to the Secured Parties the due and punctual payment by,
and performance of, the Obligations (including interest accruing on and after
the filing of any petition in bankruptcy or of reorganization of the obligor
whether or not post filing interest is allowed in such proceeding). Each
Guarantor further agrees that the Obligations may be increased, extended or
renewed, in whole or in part, without notice or further assent from it (except
as may be otherwise required herein), and it will remain bound upon this
Guaranty notwithstanding any extension or renewal of any Obligation.

                  (b) Each Guarantor waives presentation to, demand for payment
from and protest to, as the case may be, any Transaction Party or any other
guarantor of any of the Obligations, and also waives notice of protest for
nonpayment, notice of acceleration and notice of intent to accelerate. The
obligations of each Guarantor hereunder shall not be affected by (i) the failure
of the Administrative Agent, any Lender or any other Secured Party to assert any
claim or demand or to enforce any right or remedy against the Borrower or any
Guarantor or any other guarantor under the provisions of this Credit Agreement
or any other agreement or otherwise; (ii) any extension or renewal of any
provision hereof or thereof; (iii) the failure of the Administrative Agent, any
Lender or any other Secured Party to obtain the consent of the Guarantor with
respect to any rescission, waiver, compromise, acceleration, amendment or
modification of any of the terms or provisions of this Credit Agreement, any
notes evidencing any of the Loans hereunder or of any other Fundamental Document
or other agreement; (iv) the release, exchange, waiver or foreclosure of any
security held by the Administrative Agent for the Obligations or any of them;
(v) the failure of the Administrative Agent, any Lender, the Issuing Bank or any
other Secured Party to exercise any right or remedy against any other Guarantor
or any other guarantor of the Obligations; or (vi) the release or substitution
of any Guarantor or any other guarantor.

                  (c) Each Guarantor further agrees that this Guaranty
constitutes a guaranty of performance and of payment when due and not just of
collection, and waives any right to require that any resort be had by the
Administrative Agent, any Lender, the Issuing Bank or any other Secured Party to
any security held for payment of the Obligations or to any balance of any
deposit, account or credit on the books of the Administrative Agent, any Lender
or any other Secured Party in favor of the Borrower or any Guarantor, or to any
other Person.

                  (d) Each Guarantor hereby expressly assumes all
responsibilities to remain informed of the financial condition of the Borrower,
the Guarantors and any other guarantors and any circumstances affecting the
Collateral or the Pledged Interests or the ability of the Borrower to perform
under this Credit Agreement.

                  (e) Each Guarantor's obligations under the Guaranty shall not
be affected by the genuineness, validity, regularity or enforceability of the
Obligations, any notes evidencing any of the Loans hereunder or any other
instrument evidencing any Obligations, or by the


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existence, validity, enforceability, perfection, or extent of any Lien on any
Collateral or Pledged Collateral securing any Obligation or by any other
circumstance relating to the Obligations which might otherwise constitute a
defense to this Guaranty. None of the Administrative Agent, any of the Lenders
nor any other Secured Party make any representation or warranty with respect to
any such circumstances or have any duty or responsibility whatsoever to any
Guarantor in respect to the management and maintenance of the Obligations or any
collateral security for the Obligations.

                  (f) Each Guarantor is personally obligated and fully liable
for the amount due under the Obligations (including but not limited to the
Notes). Each of the Lenders has the right to sue on the Obligations (including
but not limited to obligations arising under the Notes) owing to it and to
obtain a personal judgment against each Guarantor for satisfaction of the amount
due under the Obligations (including but not limited to obligations arising
under the Notes) either before or after a judicial foreclosure under AS
09.45.170 - 09.45.220 of any mortgage or deed of trust given by said Guarantor.

                  SECTION 9.2. No Impairment of Guaranty, etc. The obligations
of each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (except indefeasible payment and
performance in full in cash of the Obligations), including, without limitation,
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Administrative Agent, any Lender or any
other Secured Party to assert any claim or demand or to enforce any remedy under
this Credit Agreement or any other Fundamental Document or other agreement, by
any waiver or modification of any provision hereof or thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Obligations,
or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of such
Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law, unless and until the Final Maturity Date.

                  SECTION 9.3. Continuation and Reinstatement, etc. (a) Each
Guarantor further agrees that its Guaranty hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
the Administrative Agent, any Lender, the Issuing Bank or any other Secured
Party upon the bankruptcy or reorganization of Borrower or a Guarantor, or
otherwise. In furtherance of the provisions of this Article 9, and not in
limitation of any other right which the Administrative Agent, any Lender, the
Issuing Bank or any other Secured Party may have at law or in equity against the
Borrower, a Guarantor or any other Person by virtue hereof, upon failure of the
Borrower to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice or otherwise, each Guarantor hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, any Lender or any other Secured Party, forthwith pay or cause to be paid
to the Administrative Agent for the benefit of the Secured Parties (as
applicable) in cash an amount equal to the unpaid amount of such Obligation with
interest thereon at a rate of interest equal to the rate specified in Section
2.8(a) hereof, and thereupon the Administrative Agent shall assign such
Obligation, together with all security


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interests, if any, then held by the Administrative Agent in respect of such
Obligation, to the Guarantors making such payment; such assignment to be
subordinate and junior to the rights of the Administrative Agent on behalf of
the Secured Parties with regard to amounts payable by the Borrower in connection
with the remaining unpaid Obligations (including interest accruing on and after
the filing of any petition in bankruptcy or of reorganization of an obligor
whether or not post filing interest is allowed in such proceeding) and to be pro
tanto to the extent to which the Obligation in question was discharged by the
Guarantor or Guarantors making such payments.

                  (b) All rights of a Guarantor against the Borrower, arising as
a result of the payment by such Guarantor of any sums to the Administrative
Agent for the benefit of the Secured Parties or directly to the Secured Parties
hereunder by way of right of subrogation or otherwise, shall in all respects be
subordinated and junior in right of payment to, and shall not be exercised by
such Guarantor until and unless, the prior indefeasible payment in full in cash
of all the Obligations (including interest accruing on and after the filing of
any petition in bankruptcy or of reorganization of an obligor whether or not
post filing interest is allowed in such proceeding). If any amount shall be paid
to such Guarantor for the account of the Borrower, such amount shall be held in
trust for the benefit of the Administrative Agent, segregated from such
Guarantor's own assets, and shall forthwith be paid to the Administrative Agent
on behalf of the Secured Parties to be credited and applied to the Obligations,
whether matured or unmatured.

                  SECTION 9.4. Limitation on Guaranteed Amount etc. (a)
Notwithstanding any other provision of this Article 9, the amount guaranteed by
each Guarantor hereunder shall be limited to the extent, if any, required so
that its obligations under this Article 9 shall not be subject to avoidance
under Section 548 of the Bankruptcy Code or to being set aside or annulled under
any Applicable Law relating to fraud on creditors. In determining the
limitations, if any, on the amount of any Guarantor's obligations hereunder
pursuant to the preceding sentence, it is the intention of the parties hereto
that any rights of subrogation or contribution which such Guarantor may have
under this Article 9, any other agreement or Applicable Law shall be taken into
account.

                  (b) Notwithstanding any other provision of this Article 9, the
amount guaranteed by AUSP hereunder shall be limited to $75,000,000.

10.      PLEDGE

                  SECTION 10.1. Pledge. Each Pledgor, as security for the due
and punctual payment of the Obligations (including interest accruing on and
after the filing of any petition in bankruptcy or of reorganization of the
Borrower whether or not post filing interest is allowed in such proceeding) in
the case of the Borrower and as security for its obligations under Article 9
hereof in the case of a Pledgor which is a Guarantor, hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto the Administrative
Agent for the benefit of the Secured Parties, a security interest in all Pledged
Collateral now owned or hereafter acquired by it. The Pledgors shall deliver to
the Administrative Agent the definitive instruments (if any) representing all
Pledged Interests, accompanied by undated stock powers, duly endorsed or
executed in blank by the appropriate Pledgor, and such other instruments or
documents as the Administrative Agent or its counsel shall reasonably request.
Each delivery of securities being pledged


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hereunder shall be accompanied by a schedule showing a description of the
securities theretofore and then being pledged hereunder. Each schedule so
delivered shall supersede any prior schedules so delivered.

                  SECTION 10.2. Covenant. Each Pledgor covenants that as
stockholder or partner or member of each of its respective Restricted
Subsidiaries it will not take any action to allow any additional shares of
common stock, preferred stock or other equity securities or interests of any of
such Subsidiaries or any securities convertible or exchangeable into common or
preferred stock of such Subsidiaries to be issued, or grant any options or
warrants, unless such securities are pledged to the Administrative Agent (for
the benefit of the Secured Parties) as security for the Obligations.

                  SECTION 10.3. Registration in Nominee Name; Denominations.
Upon the occurrence or continuation of an Event of Default, the Administrative
Agent shall have the right (in its sole discretion) to hold the certificates
representing any Pledged Interests (a) in its own name (on behalf of itself and
any of the Secured Parties) or in the name of its nominee or (b) in the name of
the appropriate Pledgor, endorsed or assigned in blank or in favor of the
Administrative Agent. Upon the occurrence or continuation of an Event of
Default, the Administrative Agent shall have the right to exchange the
certificates representing any of the Pledged Interests for certificates of
smaller or larger denominations for any purpose consistent with this Credit
Agreement.

                  SECTION 10.4. Voting Rights; Dividends; etc. (a) The
appropriate Pledgor shall be entitled to exercise any and all voting and/or
consensual rights and powers accruing to an owner of the Pledged Interests being
pledged by it hereunder or any part thereof for any purpose not inconsistent
with the terms hereof, at all times, except as expressly provided in paragraph
(c) below.

                  (b) All dividends or distributions of any kind whatsoever
(other than (x) cash dividends or (y) distributions expressly permitted by
Section 6.5 hereof) received by a Pledgor, whether resulting from a subdivision,
combination, or reclassification of the outstanding Capital Stock of the issuer
or received in exchange for Pledged Interests or any part thereof or as a result
of any merger, consolidation, acquisition, or other exchange of assets to which
the issuer may be a party, or otherwise, shall be and become part of the Pledged
Collateral pledged hereunder and shall immediately be delivered to the
Administrative Agent to be held subject to the terms hereof. All dividends and
distributions which are received contrary to the provisions of this subsection
(b) shall be received in trust for the benefit of the Secured Parties,
segregated from such Pledgor's own assets, and shall be delivered to the
Administrative Agent.

                  (c) Upon the occurrence and during the continuance of an Event
of Default and notice from the Administrative Agent of the transfer of such
rights to the Administrative Agent, all rights of a Pledgor (i) to exercise the
voting and/or consensual rights and powers which it is entitled to exercise
pursuant to this Section 10.4 and (ii) to receive and retain any dividends and
distributions, shall cease, and all such rights shall thereupon become vested in
the Administrative Agent, which shall have the sole and exclusive right and
authority to exercise such voting and/or consensual rights and receive such
dividends and distributions until such time as such Event of Default has been
cured; provided, however, that to the extent any governmental


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consents or filings are required for the exercise by the Administrative Agent of
any of the foregoing rights and powers, the Administrative Agent shall refrain
from exercising such rights or powers until the making of such required filings,
the receipt of such consent and the expiration of all related waiting periods.

                  SECTION 10.5. Remedies Upon Default. If an Event of Default
shall have occurred and be continuing, the Administrative Agent, on behalf of
the Secured Parties, may sell the Pledged Collateral, or any part thereof, at a
public or private sale or at any broker's board or on any securities exchange,
for cash, upon credit or for future delivery as the Administrative Agent shall
deem appropriate subject to the terms hereof or as otherwise provided in the
UCC. The Administrative Agent shall be authorized at any such sale (if it deems
it advisable to do so) to restrict to the full extent permitted by Applicable
Law the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Pledged Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale, the Administrative Agent shall have the right to
assign, transfer, and deliver to the purchaser or purchasers thereof the Pledged
Collateral so sold. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of any Pledgor. The
Administrative Agent shall give the Pledgors ten (10) days' written notice of
any such public or private sale, or sale at any broker's board or on any such
securities exchange, or of any other disposition of the Pledged Collateral. Such
notice, in the case of public sale, shall state the time and place for such sale
and, in the case of sale at a broker's board or on a securities exchange, shall
state the board or exchange at which such sale is to be made and the day on
which the Pledged Collateral, or portion thereof, will first be offered for sale
at such board or exchange. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the
Administrative Agent may fix and shall state in the notice of such sale. At any
such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in
one lot as an entirety or in separate parcels, as the Administrative Agent may
(in its sole discretion) determine. The Administrative Agent shall not be
obligated to make any sale of the Pledged Collateral if it shall determine not
to do so, regardless of the fact that notice of sale of the Pledged Collateral
may have been given. The Administrative Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case the sale of all or any part of the
Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold shall be retained by the Administrative Agent until the sale
price is paid by the purchaser or purchasers thereof, but the Administrative
Agent shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Pledged Collateral so sold and, in case of
any such failure, such Pledged Collateral may be sold again upon like notice. At
any sale or sales made pursuant to this Section 10.5, the Administrative Agent,
any Lender or any other Secured Party may bid for or purchase, free from any
claim or right of whatever kind, including any equity of redemption, of the
Pledgors, any such demand, notice, claim, right or equity being hereby expressly
waived and released, any or all of the Pledged Collateral offered for sale, and
may make any payment on the account thereof by using any claim for moneys then
due and payable to the Administrative Agent, the Lenders and any other Secured
Party by any Transaction Party as a credit against the purchase price; and the
Administrative Agent, upon compliance with the terms of sale, may hold, retain
and dispose of the Pledged Collateral without further accountability therefor to
any Pledgor or any third party


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(other than to the Secured Parties). The Administrative Agent shall in any such
sale make no representations or warranties with respect to the Pledged
Collateral or any part thereof, and shall not be chargeable with any of the
obligations or liabilities of the Pledgors with respect thereto. The
Administrative Agent may exercise, either by itself or by its nominee or
designee, in the name of the applicable Pledgor(s), all of the rights, powers
and remedies granted to the Administrative Agent in this Section 10 in respect
of any Pledged Collateral, any organizational document pursuant to which any
Pledgor owns its Pledged Collateral, and may exercise and enforce all of the
Administrative Agent's rights and remedies hereunder and under law. Each Pledgor
hereby agrees (i) it will indemnify and hold each of the Administrative Agent,
the Lenders and any other Secured Party harmless from and against any and all
claims with respect to the Pledged Collateral asserted before the taking of
actual possession or control of the Pledged Collateral by the Administrative
Agent pursuant to this Credit Agreement, or arising out of any act of, or
omission to act on the part of, any Person prior to such taking of actual
possession or control by the Administrative Agent (whether asserted before or
after such taking of possession or control), or arising out of any act on the
part of any Pledgor, its agents or Affiliates before or after the commencement
of such actual possession or control by the Administrative Agent and (ii) the
Administrative Agent, the Lenders and any other Secured Party shall have no
liability or obligation arising out of any such claim. As an alternative to
exercising the power of sale herein conferred upon it, the Administrative Agent
may proceed by a suit or suits at law or in equity to foreclose upon the
Collateral and Pledged Interests under this Credit Agreement and to sell the
Pledged Collateral, or any portion thereof, pursuant to a judgment or decree of
a court or courts having competent jurisdiction.

                  SECTION 10.6. Application of Proceeds of Sale and Cash. The
proceeds of sale of the Pledged Collateral sold pursuant to Section 10.5 hereof
shall be applied by the Administrative Agent on behalf of the Secured Parties to
the payment of all reasonable out-of-pocket costs and expenses paid or incurred
by the Administrative Agent in connection with such sale, including, without
limitation, all court costs, the reasonable fees and expenses of counsel for the
Administrative Agent in connection therewith, the reasonable fees and expenses
of any financial consultants in connection therewith and the payment of all
reasonable out-of-pocket costs and expenses paid or incurred by the
Administrative Agent in enforcing this Credit Agreement, in realizing or
protecting any Collateral and in enforcing or collecting any Obligations or any
Guaranty thereof, including, without limitation, court costs, the reasonable
attorneys' fees and expenses incurred by the Administrative Agent in connection
therewith and the reasonable fees and expenses of any financial consultants in
connection therewith and then to the indefeasible payment in full in cash of the
Obligations in accordance with Section 12.2 hereof. Any amounts remaining after
such indefeasible payment in full shall be remitted to the appropriate Pledgor,
or as a court of competent jurisdiction may otherwise direct.

                  SECTION 10.7. Securities Act, etc. In view of the position of
each Pledgor in relation to the Pledged Interests pledged by it, or because of
other present or future circumstances, a question may arise under the Securities
Act of 1933, as amended, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar
statute as from time to time in effect being hereinafter called the "Federal
Securities Laws"), with respect to any disposition of the Pledged Interests
permitted hereunder. Each Pledgor understands that compliance with the Federal
Securities Laws may very strictly limit the course of conduct of the
Administrative Agent if the Administrative Agent


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were to attempt to dispose of all or any part of the Pledged Interests, and may
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Interests may dispose of the same. Similarly, there may be other
legal restrictions or limitations affecting the Administrative Agent in any
attempt to dispose of all or any part of the Pledged Interests under applicable
Blue Sky or other state securities laws, or similar laws analogous in purpose or
effect. Under Applicable Law, in the absence of an agreement to the contrary,
the Administrative Agent may perhaps be held to have certain general duties and
obligations to a Pledgor to make some effort towards obtaining a fair price even
though the Obligations may be discharged or reduced by the proceeds of a sale at
a lesser price. Each Pledgor waives to the fullest extent permitted by
Applicable Law any such general duty or obligation to it, and the Pledgors
and/or the Transaction Parties will not attempt to hold the Administrative
Agent, the Issuing Bank, any Lender or any other Secured Party responsible for
selling all or any part of the Pledged Interests at an inadequate price, even if
the Administrative Agent shall accept the first offer received or does not
approach more than one possible purchaser. Without limiting the generality of
the foregoing, the provisions of this Section 10.7 would apply if, for example,
the Administrative Agent were to place all or any part of the Pledged Interests
for private placement by an investment banking firm, or if such investment
banking firm purchased all or any part of the Pledged Interests for its own
account, or if the Administrative Agent placed all or any part of the Pledged
Interests privately with a purchaser or purchasers.

                  SECTION 10.8. Continuation and Reinstatement. Each Pledgor
further agrees that its pledge hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any Obligation is rescinded or must otherwise be restored by the Administrative
Agent, any Lender or any other Secured Party upon the bankruptcy or
reorganization of any Pledgor or otherwise.

                  SECTION 10.9. Asset Sales. Upon the disposition of any Pledged
Interests permitted under Article 6 hereof and, if a prepayment is required to
be made or an amount is required to be deposited into the Cash Collateral
Account pursuant to Section 2.10 hereof, upon the receipt by the Administrative
Agent of such prepayment or the deposit by the Borrower of such amount into the
Cash Collateral Account, the Administrative Agent, at the request of the
Borrowers, will promptly deliver any certificates representing such Pledged
Interest to the Borrower for further delivery to the transferee and execute and
deliver to the Borrower such instruments as the Borrower may reasonably request
to evidence the Administrative Agent's release of its security interest in such
Pledged Interests.

                  SECTION 10.10. Termination. The pledge referenced herein shall
terminate when all Obligations shall have been fully and indefeasibly paid and
performed, all Letters of Credit issued hereunder shall have expired or been
terminated and the Commitments shall have been terminated, at which time the
Administrative Agent shall assign and deliver to the appropriate Pledgor, or to
such Person or Persons as such Pledgor shall designate, against receipt, such of
the Pledged Interests (if any) as shall not have been sold or otherwise applied
by the Administrative Agent pursuant to the terms hereof and shall still be held
by it hereunder, together with appropriate instruments of reassignment and
release. Any such reassignment shall be free and clear of all Liens, arising by,
under or through any Lender but shall otherwise be without recourse upon or
warranty by the Administrative Agent and at the expense of the Pledgors.


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11. CASH COLLATERAL ACCOUNT

                  SECTION 11.1. Cash Collateral Account. On or prior to the
Closing Date, there shall be established with the Administrative Agent a
collateral account in the name of the Administrative Agent (the "Cash Collateral
Account"), into which the Borrower shall from time to time deposit (or arrange
for the deposit of) amounts pursuant to the express provisions of this Credit
Agreement requiring or permitting such deposits. Except to the extent otherwise
provided in this Credit Agreement, the Cash Collateral Account shall be under
the sole dominion and control of the Administrative Agent.

                  SECTION 11.2. Investment of Funds. (a) The Administrative
Agent is hereby authorized and directed to invest and reinvest the funds from
time to time deposited in the Cash Collateral Account, so long as no Event of
Default has occurred and is continuing, on the instructions of the Borrower
(provided that such instructions may be given verbally to be confirmed promptly
in writing by facsimile or otherwise) or, if the Borrower shall fail to give
such instructions, in the sole discretion of the Administrative Agent, provided,
that in no event may the Borrower give instructions to the Administrative Agent
to, or may the Administrative Agent in its discretion, invest or reinvest funds
in the Cash Collateral Account in other than Cash Equivalents described in
clause (i) of the definition of Cash Equivalents, or described in clauses (ii)
and (iii) of the definition of Cash Equivalents to the extent issued by Credit
Lyonnais New York Branch or Credit Lyonnais Nassau Branch. The Administrative
Agent shall have no obligation to invest or reinvest any of the funds from time
to time deposited in the Cash Collateral Account if the Borrower shall not have
provided the instructions contemplated by this Section 11.2(a).

                  (b) Any net income or gain on the investment of funds from
time to time held in the Cash Collateral Account shall be retained by the
Administrative Agent as a part of the Cash Collateral Account and any net loss
on any investment shall be charged against the Cash Collateral Account.

                  (c) Neither the Administrative Agent nor the Lenders shall be
a trustee for the Borrower, or shall have any obligations or responsibilities,
or shall be liable for anything done or not done, in connection with the Cash
Collateral Account, except as expressly provided herein and except that the
Administrative Agent (for the benefit of the Lenders) shall have the obligations
of a secured party under the UCC. The Administrative Agent and the Lenders shall
not have any obligation or responsibilities and shall not be liable in any way
for any investment decision made pursuant to this Section 11.2 or for any
decrease in the value of the investments held in the Cash Collateral Account.

                  SECTION 11.3. Grant of Security Interest. For value received
and to induce the Lenders to make the Loans from time to time to the Borrower as
provided for in this Credit Agreement, as security for the due and punctual
payment and performance of all of the Obligations, the Borrower hereby assigns
to the Administrative Agent (for the benefit of the Lenders), and grants to the
Administrative Agent (for the benefit of the Lenders), a first and prior Lien
upon all the Borrower's rights in and to the Cash Collateral Account, all cash,
documents, instruments and securities from time to time held therein, and all
rights pertaining to investments of funds in the Cash Collateral Account and all
products and proceeds of, or income from, any of


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the foregoing. All cash, documents, instruments and securities from time to time
on deposit in the Cash Collateral Account, and all rights pertaining to
investments of funds in the Cash Collateral Account shall immediately, and
without any need for any further action on the part of the Borrower, any Lender
or the Administrative Agent, become subject to the Lien set forth in this
Section 11.3, be deemed Collateral for all purposes hereof and be subject to the
provisions of this Credit Agreement and the other Fundamental Documents.

                  SECTION 11.4. Remedies. At any time during the continuation of
an Event of Default, the Administrative Agent may sell any documents,
instruments and securities held in the Cash Collateral Account and may
immediately apply the proceeds thereof and any other cash held in the Cash
Collateral Account in accordance with Section 8.6 hereof.

12. THE ADMINISTRATIVE AGENT

                  SECTION 12.1. Administration by the Administrative Agent. (a)
The general administration of the Fundamental Documents and any other documents
contemplated by this Credit Agreement shall be by the Administrative Agent or
its designees. Except as otherwise expressly provided herein, each of the
Lenders and the Issuing Bank hereby irrevocably authorizes the Administrative
Agent, at its discretion, to take or refrain from taking such actions as the
Administrative Agent on its behalf and to exercise or refrain from exercising
such powers under the Fundamental Documents, the Notes and any other documents
contemplated by this Credit Agreement or any other Fundamental Document as are
expressly delegated to the Administrative Agent by the terms hereof or thereof,
as appropriate, together with all powers reasonably incidental thereto. The
Administrative Agent shall have no duties or responsibilities except as set
forth in the Fundamental Documents.

                  (b) The Lenders and the Issuing Bank hereby authorize the
Administrative Agent (in its sole discretion):

                      (i)   in connection with the sale or other disposition of
                            any asset included in the Collateral, to the extent
                            undertaken in accordance with the terms of this
                            Credit Agreement, to release a Lien granted to it
                            (for the benefit of the Lenders ) on such asset;

                      (ii)  to determine that the cost to the Borrower or a
                            Transaction Party is disproportionate to the benefit
                            to be realized by the Administrative Agent, the
                            Issuing Bank and the Lenders by perfecting a Lien in
                            a given asset or group of assets included in the
                            collateral under any Fundamental Document (which in
                            either case is not material in value or importance)
                            and that the Borrower or Transaction Party should
                            not be required to perfect such Lien in favor of the
                            Administrative Agent (for the benefit of the Lenders
                            and the Issuing Bank); and

                      (iii) to appoint subagents to be the holder of record of a
                            Lien to be granted to the Administrative Agent (for
                            the benefit of the Lenders


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                            and the Issuing Bank) or to hold on behalf of the
                            Administrative Agent such collateral or instruments
                            relating thereto.

                  SECTION 12.2. Payments. Any amounts received by the
Administrative Agent in connection with this Credit Agreement, the Notes or the
other Fundamental Documents, the application of which is not otherwise provided
for, shall be applied, first, to pay any unpaid costs and expenses incurred by
the Administrative Agent, which costs and expenses are to be paid by the
Borrower pursuant to Section 13.4 hereof (including, without limitation, the
costs and expenses of the Administrative Agent in enforcing this Credit
Agreement or any other Fundamental Document, in realizing on or protecting any
Collateral and in enforcing or collecting any Obligation or any obligation of a
third party in connection therewith), second, to pay accrued but unpaid
Commitment Fees ratably in accordance with each Lender's respective portions of
the relevant Commitments, third, to pay accrued but unpaid interest on the Notes
in accordance with the amount of outstanding Loans owed to each Lender, fourth,
to pay amounts outstanding under Interest Rate Protection Agreements with any
Lender, fifth, to pay the principal balance outstanding on the Notes in
accordance with the amount of outstanding Loans owed to each Lender, sixth, to
pay other amounts payable to the Administrative Agent, and seventh, to pay other
amounts payable to any of the Lenders. All amounts to be paid to any of the
Lenders by the Administrative Agent shall be credited to the Lenders after
collection by the Administrative Agent, in immediately available funds, either
by wire transfer or deposit in such Lender's correspondent account with the
Administrative Agent, or as such Lender and the Administrative Agent shall from
time to time agree.

                  SECTION 12.3. Sharing of Setoffs and Cash Collateral. Each of
the Lenders agrees that if it shall, through the exercise of a right of banker's
lien, setoff or counterclaim against the Borrower, including, but not limited
to, a secured claim under Section 506 of Title 11 of the United States Code or
any other security or interest arising from, or in lieu of, such secured claim
and received by such Lender or Bank under any applicable bankruptcy, insolvency
or other similar law, or otherwise, obtain payment in respect of its Loans as a
result of which the unpaid portion of its Loans and L/C Exposure is
proportionately less than the unpaid portion of the Loans and L/C Exposure of
any of the other Lenders (a) it shall promptly purchase at par (and shall be
deemed to have thereupon purchased) from such other Lenders a participation in
the Loans or Letters of Credit of such other Lenders, so that the aggregate
unpaid principal amount of each of the Lenders' Loans and its participation in
Loans or Letters of Credit of the other Lenders shall be in the same proportion
to the aggregate unpaid principal amount of all Loans then outstanding as the
principal amount of its Loans and L/C Exposure prior to the obtaining of such
payment was to the principal amount of all Loans outstanding and L/C Exposure
prior to the obtaining of such payment and (b) such other adjustments shall be
made from time to time as shall be equitable to ensure that the Lenders share
such payment pro rata. If all or any portion of such excess payment is
thereafter recovered from the Lender which originally received such excess
payment, such purchase (or portion thereof) shall be canceled and the purchase
price restored to the extent of such recovery. The Borrower expressly consents
to the foregoing arrangements and agrees that any Lender or Lenders holding (or
deemed to be holding) a participation in a Note or Letter of Credit may exercise
any and all rights of banker's lien, setoff or counterclaim with respect to any
and all moneys owing by the Borrower to such Lender or Lenders as fully as if
such Lender or Lenders held a Note and was the original obligee thereon or was
the issuer of the Letter of Credit, in the amount of such participation.


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                  SECTION 12.4. Notice to the Lenders. Upon receipt by the
Administrative Agent or the Issuing Bank from the Borrower of any communication
calling for an action on the part of the Lenders, or upon notice to the
Administrative Agent of any Event of Default, the Administrative Agent or the
Issuing Bank will in turn promptly inform the other Lenders in writing (which
shall include facsimile communications) of the nature of such communication or
of the Event of Default, as the case may be.

                  SECTION 12.5. Liability of Administrative Agent and Issuing
Bank. (a) The Administrative Agent or the Issuing Bank, when acting on behalf of
the Lenders, may execute any of its duties under this Credit Agreement or the
other Fundamental Documents by or through its officers, agents, or employees and
neither the Administrative Agent, the Issuing Bank nor its officers, agents or
employees shall be liable to the Lenders or any of them for any action taken or
omitted to be taken in good faith, nor be responsible to the Lenders or to any
of them for the consequences of any oversight or error of judgment, or for any
loss, unless the same shall happen through its gross negligence or willful
misconduct. The Administrative Agent, the Issuing Bank and its directors,
officers, agents, and employees shall in no event be liable to the Lenders or to
any of them for any action taken or omitted to be taken by it pursuant to
instructions received by it from the Required Lenders or in reliance upon the
advice of counsel selected by it with reasonable care. Without limiting the
foregoing, none of the Administrative Agent, the Issuing Bank nor any of their
respective directors, officers, employees, or agents shall be responsible to any
of the Lenders for the due execution, validity, genuineness, effectiveness,
sufficiency, or enforceability of, or for any statement, warranty, or
representation in, or for the perfection of any Lien or security interest
contemplated by, this Credit Agreement, any Fundamental Document or any related
agreement, document or order, or for freedom of any of the collateral under any
Fundamental Document from prior Liens or security interests, or shall be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower or any Transaction Party of the terms, conditions,
covenants, or agreements of this Credit Agreement, any Fundamental Document or
any related agreement or document.

                  (b) The Administrative Agent, as agent for the Lenders and the
Issuing Bank hereunder, any Lender or any of their respective directors,
officers, employees, or agents shall have no responsibility to the Borrower or
any Transaction Party on account of the failure or delay in performance or
breach by any other Lender of any of such Lender's obligations under this Credit
Agreement, the Notes, any Fundamental Document or any related agreement or
document or in connection herewith or therewith.

                  (c) The Administrative Agent, as agent for the Lenders
hereunder, and the Issuing Bank in such capacity shall be entitled to rely on
any communication, instrument, or document reasonably believed by it to be
genuine or correct and to have been signed or sent by a Person or Persons
believed by it to be the proper Person or Persons, and it shall be entitled to
rely on advice of legal counsel, independent public accountants, and other
professional advisers and experts selected by it.

                  SECTION 12.6. Reimbursement and Indemnification. Each of the
Lenders agrees (i) to reimburse the Administrative Agent in accordance with such
Lender's respective portion of the relevant Commitments, for any expenses and
fees incurred for the benefit of the Lenders under the Fundamental Documents,
including, without limitation, counsel fees and


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compensation of agents and employees paid for services rendered on behalf of the
Lenders, and any other expense incurred in connection with the operations or
enforcement thereof not reimbursed by the Borrower, (ii) to indemnify and hold
harmless the Administrative Agent and any of its directors, officers, employees,
or agents, on demand, in accordance with such Lender's respective portion of the
relevant Commitments, from and against, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against, it or any of them in any way relating to or arising out
of the Fundamental Documents or any related agreement or document or any action
taken or omitted by it or any of them under the Fundamental Documents or any
related agreement or document to the extent not reimbursed by the Borrower or
any other Transaction Party (except such as shall result from the gross
negligence or willful misconduct of the Person to be indemnified or held
harmless) and (iii) to indemnify and hold harmless the Issuing Bank and any of
its directors, officers, employees, or agents, on demand, in the amount of its
Pro Rata Share, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against it or any of them in any way relating to or arising out of the
issuance of any Letters of Credit or the failure to issue Letters of Credit if
such failure or issuance was at the direction of the Required Lenders (except as
shall result from the gross negligence or willful misconduct of the Person to be
reimbursed, indemnified or held harmless, as applicable). To the extent
indemnification payments made by the Lenders pursuant to this Section 12.6 are
subsequently recovered by the Administrative Agent or the Issuing Bank from the
Borrower or a Transaction Party, the Administrative Agent will promptly refund
such previously paid indemnity payments to the Lenders.

                  SECTION 12.7. Rights of Administrative Agent. It is understood
and agreed that the Administrative Agent shall have the same rights and powers
hereunder (including, without limitation, the right to give such instructions)
as any of the other Lenders and may exercise such rights and powers, as well as
its rights and powers under other agreements and instruments to which it is or
may be party, and engage in other transactions with the Borrower or any
Transaction Party (or any affiliate of either thereof), as though it were not
the Administrative Agent of the Lenders under this Credit Agreement.

                  SECTION 12.8. Independent Investigation by Lenders. Each of
the Lenders (i) acknowledges that it has decided to enter into this Credit
Agreement and to make the Loans and participate in the Letters of Credit
hereunder based on its own analysis of the transactions contemplated hereby and
of the creditworthiness of the Borrower and the Transaction Parties and has not
relied on any representation, warranty, statement or information made or
provided by the Administrative Agent and (ii) agrees that neither the
Administrative Agent nor the Issuing Bank shall bear responsibility for any
Lender's decision to enter into this Credit Agreement and to make the Loans or
participate in the Letters of Credit hereunder.

                  SECTION 12.9. Agreement of Required Lenders. Upon any occasion
requiring or permitting an approval, consent, waiver, election or other action
on the part of the Required Lenders, action shall be taken by the Administrative
Agent for and on behalf of, or for the benefit of, all Lenders upon the
direction of the Required Lenders and any such action shall be


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<PAGE>
binding on all Lenders. No amendment, modification, consent or waiver shall be
effective except in accordance with the provisions of Section 13.10 hereof.

                  SECTION 12.10. Notice of Transfer. The Administrative Agent
and the Issuing Bank may deem and treat any Lender which is a party to this
Credit Agreement as the owner of such Lender's respective portions of the Loans
for all purposes, unless and until a written notice of the assignment or
transfer thereof executed by such Lender shall have been received by the
Administrative Agent and become effective in accordance with Section 13.3
hereof.

                  SECTION 12.11. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving ten (10) days prior
written notice thereof to the Lenders and the Borrower, but such resignation
shall not become effective until acceptance by a successor agent of its
appointment pursuant hereto. Upon any such resignation, the retiring
Administrative Agent shall promptly appoint a successor agent from among the
Lenders, provided that such successor is reasonably acceptable (as evidenced in
writing) to the Required Lenders. If no successor agent shall have been so
appointed by the retiring agent and shall have accepted such appointment within
30 days after the retiring Administrative Agent's giving of notice of
resignation, the Borrower or the Required Lenders may appoint a successor agent
(provided, that a successor agent appointed by the Borrower may subsequently be
replaced by the Required Lenders; provided, further, that as long as no Event of
Default shall have occurred and be continuing, any such successor agent or
replacement appointed by the Required Lenders is reasonably acceptable to the
Borrower), which shall be either a Lender, or a commercial bank organized under
the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as agent hereunder by a successor agent, such successor agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Credit Agreement, the other Fundamental Documents and any other credit
documentation. After any retiring Administrative Agent's resignation hereunder
as Administrative Agent, the provisions of this Article 12 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Credit Agreement.

                  SECTION 12.12. Duties and Obligations of Agents. Each of the
parties to this Credit Agreement hereby agrees that none of the Agents (other
than the Administrative Agent to the extent set forth herein and in the
Fundamental Documents) shall have any duties or obligations in its capacity as
such under this Credit Agreement.

13.      MISCELLANEOUS

                  SECTION 13.1. Notices. Notices and other communications
provided for herein shall be in writing and shall be delivered or mailed (or if
by telegram, delivered to the telegraph company and, if by telecopier, delivered
by such equipment) addressed, if to the Administrative Agent, the Issuing Bank
or Credit Lyonnais New York Branch, to it at 1301 Avenue of the Americas, 18th
Floor, New York, New York 10019-6022, Attn: Media & Telecommunications Group,
facsimile no.: (212) 261-3288 with a copy to John Chianchiano, facsimile no.:
(212) 459-3180 or if to the Borrower, to it at 2550 Denali Street, Suite 1000,
Anchorage, Alaska 99503,


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<PAGE>
Attn: Chief Financial Officer, facsimile no.: (907) 265-5676 or if to a Lender,
to it at its address set forth on the signature page hereto, or such other
address as such party may from time to time designate by giving written notice
to the other parties hereunder. Any failure of the Administrative Agent or a
Lender giving notice pursuant to this Section 13.1 to provide a courtesy copy to
a party as provided herein, shall not affect the validity of such notice. All
notices and other communications (other than a notice of a Default or Event of
Default) given to any party hereto in accordance with the provisions of this
Credit Agreement shall be deemed to have been given on the third Business Day
after the date when sent by either overnight mail with a nationally-recognized
overnight courier or by registered or certified mail, postage prepaid, return
receipt requested, if by mail, or when delivered to the telegraph company,
charges prepaid, if by telegram, or when receipt is acknowledged if by
telecopier, in each case addressed to such party as provided in this Section
13.1 or in accordance with the latest unrevoked written direction from such
party. Any notice of Default or Event of Default given to any party hereto in
accordance with the provisions of this Credit Agreement shall be deemed to have
been given on the third Business Day after the date when sent by either
overnight mail with a nationally-recognized overnight courier or by registered
or certified mail, postage prepaid, return receipt requested, if by mail, or
when delivered to the telegraph company, charges prepaid, if by telegram, or
when receipt is acknowledged by telephonic confirmation with the recipient, if
by telecopier, in each case addressed to such party as provided in this Section
13.1 or in accordance with the latest unrevoked written direction from such
party.

                  SECTION 13.2. Survival of Agreement, Representations and
Warranties, etc. All warranties, representations and covenants made by the
Borrower or any of the Transaction Parties herein, in any Fundamental Document
or in any certificate or other instrument delivered by it or on its behalf in
connection with this Credit Agreement or any other Fundamental Document shall be
considered to have been relied upon by the Administrative Agent and the Lenders
and, except for any terminations, amendments, modifications or waivers thereof
in accordance with the terms hereof, shall survive the making of the Loans and
the issuance of the Letters of Credit herein contemplated and the execution and
delivery to the Administrative Agent of the Notes regardless of any
investigation made by the Administrative Agent or the Lenders or on their behalf
and shall continue in full force and effect so long as any amount due or to
become due hereunder is outstanding and unpaid and so long as any Letter of
Credit remains outstanding and so long as the Commitments have not been
terminated. All statements in any such certificate or other instrument shall
constitute representations and warranties by the Borrower hereunder or by a
Transaction Party under a Fundamental Document (as applicable).

                  SECTION 13.3. Successors and Assigns; Syndications; Loan
Sales; Participations. (a) Whenever in this Credit Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; provided, however, that the Borrower may not assign
any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and all of the Lenders, and all covenants, promises and
agreements by or on behalf of the Borrower which are contained in this Credit
Agreement shall inure to the benefit of the successors and assigns of the
Administrative Agent, the Issuing Bank and any of the Lenders.

                  (b) Each of the Lenders may (but only, except as otherwise set
forth in Section 13.3(c) below, with the prior written consent of the
Administrative Agent, such consent


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not to be unreasonably withheld or delayed) assign to one or more banks or other
entities all or a portion of its interests, rights and obligations under this
Credit Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment and/or Term Loan Commitment and the same portion of
all Loans of the corresponding type at the time owing to it and the Notes held
by it); provided, however, that (i) each assignment shall (x) in the case of a
Revolving Loan or Revolving Commitment, be in a minimum amount of $1,000,000 (or
all of such Lender's Revolving Credit Loans or Revolving Credit Commitment if
such Lender currently holds, or as the result of such assignment will hold, less
than $1,000,000 of Revolving Credit Loans or Revolving Credit Commitment), or
(y) in the case of a Term Loan be in a minimum amount of $1,000,000 (or all of
such Lender's Term Loans or Term Loan Commitment if such Lender currently holds,
or as the result of such assignment will hold, less than $1,000,000 of Term
Loans or Term Loan Commitment) and (ii) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with the
original Note subject to such assignment and a processing and recordation fee of
$2,500 to be paid to the Administrative Agent by the assigning Lender (with
contemporaneous assignments to a Lender and its Affiliates and any Approved Fund
being considered a single assignment for purposes of such fee). Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, which effective date shall be not
earlier than five Business Days after the date of acceptance and recording by
the Administrative Agent, (x) the assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and under the other Fundamental Documents
and shall be bound by the provisions hereof and thereof and (y) the assigning
Lender thereunder shall, to the extent provided in such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Credit Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of the assigning Lender's interests, rights and
obligations under this Credit Agreement, such assigning Lender shall cease to be
a party hereto), except that notwithstanding such assignment, any rights and
remedies available to the Borrower for any breaches by such assigning Lender of
its obligations hereunder while a Lender, shall be preserved after such
assignment and such Lender shall not be relieved of any liability to the
Borrower due to any such breach. It shall not be necessary for any Lender to
sell the same percentage of its Revolving Commitment and Revolving Loans or its
Term Loans and Term Loan Commitment, as the case may be (although each such
percentage of its Revolving Commitment and Revolving Loans or its Term Loans and
Term Loan Commitment must be a constant, and not varying, percentage).

                  (c) Each Lender, in accordance with Section 13.3(b) hereof
(other than with respect to the minimum amount of an assignment and the
necessity of obtaining consents, which shall be governed by the provisions set
forth in this Section 13.3(c)), may at any time make an assignment of its
interests, rights and obligations under this Credit Agreement to any Affiliate
of such Lender or to a Related Fund without the consent of the Administrative
Agent, the Issuing Bank or the Borrower or any other Transaction Party. Any
assignment to any Affiliate of the assigning Lender or to a Related Fund
hereunder shall not be subject to the requirement of Section 13.3(b) hereof as
to a minimum amount and any such assignment to any Affiliate of the assigning
Lender or to a Related Fund shall not release the assigning Lender from its
remaining obligations hereunder, if any.


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                  (d) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Credit Agreement or the other Fundamental
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Fundamental Documents or any other instrument or
document furnished pursuant hereto or thereto; (ii) such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any of the Transaction Parties or the
performance or observance by the Borrower or any of the Transaction Parties of
any of their obligations under the Fundamental Documents or any other instrument
or document furnished pursuant thereto; (iii) such assignee confirms that it has
received a copy of this Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Sections 5.5(a) and (b) (or if
none of such financial statements shall have then been delivered, then copies of
the financial statements referred to in Section 3.4 hereof) and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee agrees that it will, independently and without reliance upon the
Administrative Agent, the Issuing Bank, the assigning Lender or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Credit Agreement or the other Fundamental Documents; (v) such
assignee appoints and authorizes the Administrative Agent and the Issuing Bank
to take such action as the agent on its behalf and to exercise such powers under
this Credit Agreement or the other Fundamental Documents as are delegated to the
Administrative Agent and the Issuing Bank by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto; and (vi) such
assignee agrees that it will be bound by the provisions of this Credit Agreement
and it will perform in accordance with its terms all of the obligations which by
the terms of this Credit Agreement are required to be performed by it as a
Lender.

                  (e) The Administrative Agent shall maintain at its address at
which notices are to be given to it pursuant to Section 13.1 hereof a copy of
each Assignment and Acceptance and a written or electronic record of the names
and addresses of the Lenders and the Commitments of, and principal amount of the
Loans owing to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of the
Fundamental Documents. The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (f) Subject to the foregoing, upon its receipt of an
Assignment and Acceptance executed by an assigning Lender and an assignee
together with the original Note subject to such assignment and the processing
and recordation fee, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt written notice thereof to the Borrower.
Within five (5)


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Business Days after receipt of the notice, the Borrower, at its own expense,
shall execute and deliver to the Administrative Agent, in exchange for the
surrendered Note, a new Note to the order of such assignee in an amount equal to
the Commitments and/or Loans (as applicable) assumed by it pursuant to such
Assignment and Acceptance and if the assigning Lender has retained Commitments
and/or Loans (as applicable) hereunder, a new Note to the order of the assigning
Lender in an amount equal to the Commitments and/or Loans (as applicable)
retained by it hereunder. Such new Notes shall be in an aggregate principal
amount equal to the principal amount of the surrendered Note or the amount of
outstanding Loans then due to the assigning Lender (as applicable), shall be
dated the date of the surrendered Note and shall otherwise be in substantially
the form of Exhibit A-1 or A-2 hereto (as applicable). In addition the Borrower
will promptly, at its own expense, execute such amendments to the Fundamental
Documents to which each is a party and such additional documents, and take such
other actions as the Administrative Agent or the assignee Lender may reasonably
request in order to give such assignee Lender the full benefit of the Liens
contemplated by the Fundamental Documents.

                  (g) Each of the Lenders may, without the consent of the
Borrower, sell participations to one or more banks or other entities in all or a
portion of its interests, rights and obligations under this Credit Agreement
(including, without limitation, all or a portion of its Commitments and the
Loans owing to it and the Note held by it); provided, however, that (i) any such
Lender's obligations under this Credit Agreement shall remain unchanged, (ii)
such participant shall not be granted any voting rights or any right to control
the vote of such Lender under this Credit Agreement, except with respect to
proposed changes to interest rates, amount of Commitments, final maturity of
Loans, releases of all or substantially all the Collateral and fees (as
applicable to such participant), (iii) any such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iv) the participating banks or other entities shall be entitled to the cost
protection provisions contained in Sections 2.11, 2.12 and 2.15(e) hereof but a
participant shall not be entitled to receive pursuant to such provisions an
amount larger than its share of the amount to which the Lender granting such
participation would have been entitled to receive and (v) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's interests, rights and
obligations under this Credit Agreement.

                  (h) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
13.3, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower or any of the Transaction
Parties furnished to the Administrative Agent or such Lender by or on behalf of
the Borrower or any of the Transaction Parties; provided, that prior to any such
disclosure, each such assignee or participant or proposed assignee or
participant shall agree, by executing a confidentiality letter substantially in
the form of Exhibit F hereto, to preserve the confidentiality of any
confidential information relating to the Borrower or any of the Transaction
Parties received from such Lender.

                  (i) Any assignment pursuant to paragraph (a) or (b) of this
Section 13.3 shall constitute an amendment of the Schedule of Commitments as of
the effective date of such assignment.


                                       90
<PAGE>
                  (j) The Borrower consents that any Lender may at any time and
from time to time pledge or otherwise grant a security interest in any Loan or
in any of the Notes evidencing the Loans (or any part thereof) to secure any
obligations of a Lender, including to any Federal Reserve Bank.

                  SECTION 13.4. Expenses; Documentary Taxes. Whether or not the
transactions hereby contemplated shall be consummated, the Borrower agrees to
pay all reasonable out-of-pocket expenses incurred by the Administrative Agent
in connection with, or growing out of, the performance of due diligence, the
syndication of the credit facility contemplated hereby, the negotiation,
preparation, execution, delivery, waiver or modification and administration of
this Credit Agreement and any other documentation contemplated hereby, the
Notes, the making of the Loans and the issuance of Letters of Credit, the
Collateral or the Fundamental Documents, including, but not limited to, the
reasonable out-of-pocket costs of audit or field examinations, the reasonable
fees and disbursements of any counsel that the Administrative Agent shall
retain, and the reasonable fees and expenses of technical or other consultants
engaged by the Administrative Agent. Such payments shall be made on the date of
execution of this Credit Agreement and thereafter on demand. In addition, the
Borrower agrees to pay all reasonable out-of-pocket expenses and reasonable
allocated costs of in-house counsel incurred by the Administrative Agent or the
Lenders in the enforcement or protection of the rights and remedies of the
Lenders in connection with this Credit Agreement, the Notes, the Letters of
Credit or the other Fundamental Documents, and with respect to any action which
may be instituted by any Person other than the Borrower or any Lender against
the Administrative Agent or any Lender, or as a result of any transaction,
action or non-action arising from any of the foregoing, including but not
limited to the reasonable fees and disbursements of any counsel for the
Administrative Agent or the Lenders. Such payments shall be made on demand after
the date of execution of this Credit Agreement. The Borrower agrees that it
shall indemnify the Administrative Agent and the Lenders from and hold them
harmless against any documentary taxes, assessments or charges made by any
Governmental Authority by reason of the execution and delivery of this Credit
Agreement or the Notes or the issuance of the Letters of Credit. The obligations
of the Borrower under this Section 13.4 shall survive the termination of this
Credit Agreement and/or the payment of the Loans and/or the expiration or
termination of any Letter of Credit.

                  SECTION 13.5. Indemnification of the Agents, the Lenders and
the Issuing Bank. The Borrower agrees to indemnify and hold harmless each of the
Agents, each Lender and the Issuing Bank, and their respective directors,
officers, employees and agents (each an "Indemnified Party") (to the full extent
permitted by Applicable Law) from and against any and all claims, demands,
losses, judgments, damages and liabilities (including liabilities for penalties)
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation, litigation or other proceeding (whether
or not any Indemnified Party is a party thereto) related to the entering into
and/or performance of any Fundamental Document or the use of the proceeds of any
Loans hereunder or the consummation of any other transaction contemplated in any
Fundamental Document, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such losses, liabilities,
claims, damages or expenses of an Indemnified party to the extent incurred by
reason of the gross negligence or willful misconduct of such Indemnified Party).
If any proceeding, including any governmental investigation, shall be instituted
involving any Indemnified Party, in respect of which indemnity may be sought


                                       91
<PAGE>
against the Borrower, such Indemnified Party shall promptly notify the Borrower
in writing, and the Borrower shall assume the defense thereof on behalf of such
Indemnified Party including the employment of counsel (reasonably satisfactory
to such Indemnified Party) and payment of all reasonable expenses. Any
Indemnified Party shall have the right to employ separate counsel in any such
proceeding and participate in the defense thereof, but the fees and expenses of
such separate counsel shall be at the expense of such Indemnified Party unless
(i) the employment of such separate counsel has been specifically authorized by
the Borrower or (ii) the named parties to any such action (including any
impleaded parties) include such Indemnified Party and the Borrower and such
Indemnified Party shall have been advised by counsel to the Administrative Agent
that there may be one or more legal defenses available to such Indemnified Party
which are different from or in addition to those available to the Borrower (in
which case the Borrower shall not have the right to assume the defense of such
action on behalf of such Indemnified Party). At any time after the Borrower has
assumed the defense of any proceeding involving any Indemnified Party in respect
of which indemnity has been sought against the Borrower, such Indemnified Party
may elect, by written notice to the Borrower, to withdraw its request for
indemnity and thereafter the defense of such proceeding shall be maintained by
counsel of the Indemnified Party's choosing and at the Indemnified Party's
expense. The foregoing indemnity agreement includes any reasonable costs
incurred by an Indemnified Party in connection with any action or proceeding
which may be instituted in respect of the foregoing by the Administrative Agent
or by any other Person either against the Administrative Agent, the Issuing Bank
or the Lenders or in connection with which any officer or employee of the
Administrative Agent, the Issuing Bank or the Lenders is called as a witness or
deponent, including, but not limited to, the reasonable fees and disbursements
of any counsel to the Administrative Agent and any out-of-pocket costs incurred
by the Administrative Agent, the Issuing Bank or the Lenders in appearing as a
witness or in otherwise complying with legal process served upon them.

                  If the Borrower or any Transaction Party shall fail to do any
act or thing which it has covenanted to do hereunder or under a Fundamental
Document, or any representation or warranty of the Borrower or any Transaction
Party shall be breached, the Administrative Agent may (but shall not be
obligated to) do the same or cause it to be done or remedy any such breach and
if the Administrative Agent does the same or causes it to be done, there shall
be added to the Obligations hereunder the cost or expense incurred by the
Administrative Agent in so doing, and any and all amounts expended by the
Administrative Agent in taking any such action shall be repayable to it upon its
demand therefor and shall bear interest at 4% in excess of the Alternate Base
Rate from time to time in effect from the date advanced to the date of
repayment.

                  All indemnities contained in this Section 13.5 shall survive
the expiration or earlier termination of this Credit Agreement and payment of
the Loans and shall inure to the benefit of any Person who was a Lender
notwithstanding such Person's assignment of all its Loans and Commitments
hereunder.

                  SECTION 13.6. CHOICE OF LAW. THIS CREDIT AGREEMENT AND THE
NOTES SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY,
THE LAWS OF THE STATE OF NEW YORK WHICH ARE APPLICABLE TO CONTRACTS MADE AND TO
BE PERFORMED WHOLLY WITHIN SUCH STATE AND, IN THE CASE OF PROVISIONS RELATING TO
INTEREST RATES, ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA.


                                       92
<PAGE>
                  SECTION 13.7. WAIVER OF JURY TRIAL. TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE BORROWER HEREBY WAIVES,
AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE
SUBJECT MATTER THEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. THE BORROWER ACKNOWLEDGES THAT IT
HAS BEEN INFORMED BY THE LENDERS THAT THE PROVISIONS OF THIS SECTION CONSTITUTE
A MATERIAL INDUCEMENT UPON WHICH THE LENDERS HAVE RELIED, ARE RELYING AND WILL
RELY IN ENTERING INTO THIS CREDIT AGREEMENT AND ANY OTHER FUNDAMENTAL DOCUMENT.
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION 13.7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE BORROWER TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

                  SECTION 13.8. No Waiver. No failure on the part of the
Administrative Agent or any Lender to exercise, and no delay in exercising, any
right, power, privilege or remedy hereunder, under the Notes or under any other
Fundamental Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, privilege or remedy preclude any
other or further exercise thereof or the exercise of any other right, power,
privilege or remedy and no course of dealing shall operate as a waiver of any
right, power, privilege or remedy of the Administrative Agent. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law.

                  SECTION 13.9. Extension of Payment Date. Should any payment or
prepayment of principal of or interest on the Notes or any other amount due
hereunder become due and payable on a day other than a Business Day, the due
date of such payment or prepayment shall be extended to the next succeeding
Business Day and, in the case of a payment or prepayment of principal, interest
shall be payable thereon at the rate per annum herein specified during such
extension.

                  SECTION 13.10. Amendments, etc. (a) No modification, amendment
or waiver of any provision of this Credit Agreement, and no consent to any
departure by the Transaction Parties from the provisions hereof, shall in any
event be effective unless the same shall be in writing and signed by the
Required Lenders and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given; provided, however, that
no such modification, waiver, consent or amendment shall, without the written
consent of all of the Lenders, (i) change the Commitment of any Lender, (ii)
amend or modify any provision of this Credit Agreement which provides for the
unanimous consent or approval of the Lenders, (iii) release any Collateral or
any collateral under any other Fundamental Document (except as contemplated
herein) or release any Transaction Party from any monetary obligation under any
Fundamental Document, (iv) alter the fixed scheduled maturity or principal
amount of any Loan, or the rate of interest payable thereon, or the rate at
which the Commitment Fees accrue or the fixed scheduled maturity date or payment
date or amount of any other payment required to be


                                       93
<PAGE>
made under this Credit Agreement, (v) amend the definition of "Required
Lenders," or (vi) amend this Section 13.10. No such amendment or modification
may adversely affect the rights and obligations of the Administrative Agent
hereunder or the rights and obligations of the Issuing Bank hereunder without
its prior written consent. No notice to or demand on the Borrower shall entitle
the Borrower to any other or further notice or demand in the same, similar or
other circumstances. Each holder of a Note shall be bound by any amendment,
modification, waiver or consent authorized as provided herein, whether or not
such Note shall have been marked to indicate such amendment, modification,
waiver or consent and any consent by any holder of a Note shall bind any Person
subsequently acquiring such Note whether or not such Note is so marked.

                  (b) If a condition to Borrowing or the issuance of a Letter of
Credit hereunder is not satisfied or some other event occurs that would prohibit
the Borrower from borrowing or receiving a Letter of Credit hereunder, then in
order to waive such condition or consent to such event, the consent of the
Required Revolving Lenders (as a separate group) shall be required in addition
to any other consent required pursuant this Credit Agreement.

                  (c) Notwithstanding the provisions set forth in subsection (a)
above, in the event that a modification, amendment, waiver or consent to or
under this Credit Agreement requiring the unanimous consent of all Lenders has
been approved by the Required Lenders (including the Administrative Agent), the
Borrower shall have the right, upon thirty (30) days' prior notice to the
Administrative Agent (or such shorter period as is acceptable to the
Administrative Agent in its sole discretion), to replace any Lender or Lenders,
that refuses to consent to such modification, amendment or waiver (each a
"Non-Consenting Lender") with a replacement Lender or Lenders satisfactory to
the Administrative Agent in its sole discretion (each a "Replacement Lender").
If the Borrower obtains such Replacement Lenders, then each Non-Consenting
Lender must, within fifteen (15) days' notice from the Administrative Agent,
sell and assign all of its interests, rights and obligations under this Credit
Agreement, including, without limitation, its Revolving Commitment,
then-outstanding Loans and L/C Exposure, to the Replacement Lenders as
instructed by the Administrative Agent for an amount equal to the principal
amount outstanding of all Loans plus all L/C Exposure held by such
Non-Consenting Lender plus all accrued interest and fees payable with respect
thereto through the date of such sale. In connection with such sale, each of the
Non-Consenting Lenders and Replacement Lenders shall promptly execute an
Assignment and Acceptance and otherwise comply with the terms of Section 13.3
hereof.

                  SECTION 13.11. Severability. Any provision of this Credit
Agreement or of the Notes which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                  SECTION 13.12. SERVICE OF PROCESS. THE BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW
YORK AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF OR


                                       94
<PAGE>
BASED UPON THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY FUNDAMENTAL
DOCUMENT OR THE SUBJECT MATTER THEREOF BROUGHT BY THE ADMINISTRATIVE AGENT OR A
LENDER OR ANY OF THEIR SUCCESSORS OR ASSIGNS IN EITHER OF THE ABOVE-REFERENCED
FORUMS AT THE SOLE OPTION OF THE ADMINISTRATIVE AGENT OR A LENDER. THE BORROWER
TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT
PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS
EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT
MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF MAY NOT BE
ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH
ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT OR A LENDER IN
STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY
SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT
COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT
MATTER. THE BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT ITS
ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 13.1 HEREOF. THE
BORROWER AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF
PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND
THE LENDERS. FINAL JUDGMENT AGAINST THE BORROWER IN ANY SUCH ACTION, SUIT OR
PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
(X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF
WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR
LIABILITY OF THE BORROWER THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED
BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT
THE ADMINISTRATIVE AGENT OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE
OTHER JUDICIAL PROCEEDINGS AGAINST THE BORROWER OR ANY OF ITS ASSETS IN ANY
STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE
BORROWER OR SUCH ASSETS MAY BE FOUND.

                  SECTION 13.13. Headings. Section headings used herein and the
table of contents are for convenience only and are not to affect the
construction of, or be taken into consideration in interpreting, this Credit
Agreement.

                  SECTION 13.14. Execution in Counterparts. This Credit
Agreement may be executed in any number of counterparts, each of which shall
constitute an original, but all of which taken together, shall constitute one
and the same instrument.


                                       95
<PAGE>
                  SECTION 13.15. Subordination of Intercompany Indebtedness,
Receivables and Advances. (a) Each Transaction Party hereby agrees that any
intercompany Indebtedness or other intercompany receivables or intercompany
advances of any other Transaction Party, directly or indirectly, in favor of
such Transaction Party of whatever nature at any time outstanding shall be
completely subordinate in right of payment to the prior indefeasible payment in
full of the Obligations, and that no payment on any such Indebtedness,
receivable or advance shall be made until the prior indefeasible payment in full
of all the Obligations and the termination of the Commitments (i) except
intercompany receivables and intercompany advances permitted pursuant to the
terms hereof may be repaid and intercompany Indebtedness permitted pursuant to
the terms hereof may be repaid, in each case so long as no Default or Event of
Default, shall have occurred and be continuing and (ii) except as specifically
consented to by the Administrative Agent and the Required Lenders in writing.

                  (b) In the event that any payment on any such Indebtedness
shall be received by such Transaction Party other than as permitted by Section
13.15(a) hereof before payment in full of all Obligations and the termination of
the Commitments, such Transaction Party shall receive such payments and hold the
same in trust for, segregate the same from its own assets and shall immediately
pay over to, the Administrative Agent on behalf of the Secured Parties all such
sums to the extent necessary so that the Secured Parties shall have been paid
all Obligations owed or which may become owing.

                  SECTION 13.16. Confidentiality. Each of the Lenders
understands that certain information furnished to it pursuant to this Credit
Agreement will be received by it prior to the time that such information shall
have been made public, and each of the Lenders hereby agrees that it will keep,
and will direct its officers and employees to keep, all the information provided
to it pursuant to this Credit Agreement confidential prior to its becoming
public except that the Lenders shall be permitted to disclose such information
(i) to officers, directors, employees, representatives, agents, auditors,
accountants, consultants, advisors, lawyers and affiliates of such Lender, in
the ordinary course of business who have been made aware of the confidential
nature of the information; (ii) to prospective assignees or participants and
their respective officers, directors, employees, agents and representatives in
accordance with Section 13.3(h) hereof; (iii) as required by Applicable Law, or
pursuant to subpoenas or other legal process, or as requested by governmental
agencies and examiners; (iv) in proceedings to enforce the Lenders' rights and
remedies hereunder or under any other Fundamental Document or in any proceeding
against the Lenders in connection with this Credit Agreement or under any other
Fundamental Document or the transactions contemplated hereunder or thereunder;
(v) to the extent such information (A) becomes publicly available other than as
a result of a breach of this Credit Agreement or (B) becomes available to a
Lender or a participant on a non-confidential basis, not in breach of any
agreement or other obligation to Borrower, from a source other than Borrower; or
(vi) to the extent the Borrower shall have consented to such disclosure in
writing. Notwithstanding the foregoing, each Lender and its Affiliates shall
have the right to (i) list the Borrower's name and logo, as provided by the
Borrower from time to time, and describe the transaction that is the subject of
this Credit Agreement in their marketing materials and (ii) post such
information, including, without limitation, a customary "tombstone", on their
website. Notwithstanding anything herein to the contrary, each party hereto (and
each employee, representative or other agent of such party) may disclose to any
and all Persons, without limitation of any kind, the tax treatment and tax
structure (as such terms are used in Sections


                                       96
<PAGE>
6011, 6111 and 6112 of the Code and the Treasury Regulations promulgated
thereunder) of the transactions contemplated hereby and all materials of any
kind (including opinions or other tax analyses) that are or have been provided
to such party (or to any employee, representative, or other agent of any party)
relating to such tax treatment and tax structure, other than any information for
which nondisclosure is reasonably necessary in order to comply with applicable
securities laws.

                  SECTION 13.17. Entire Agreement. This Credit Agreement
including the Exhibits and Schedules hereto represents the entire agreement of
the parties with regard to the subject matter hereof, and the terms of any
letters and other documentation entered into between any of the parties hereto
(other than the Mandate Letter with respect to the fees payable thereunder)
prior to the execution of this Credit Agreement which relate to Loans to be made
hereunder shall be replaced by the terms of this Credit Agreement.


                                       97
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed as of the day and the year first written.

                                  BORROWER:

                                  GCI HOLDINGS, INC.

                                  By /s/
                                  Name:
                                  Title:

                                  GUARANTORS:

                                  FIBER HOLD CO., INC.
                                  GCI CABLE, INC.
                                  GCI COMMUNICATION CORP.
                                  GCI FIBER CO., INC.
                                  GCI FIBER COMMUNICATION CO., INC.
                                  GCI, INC.
                                  POTTER VIEW DEVELOPMENT CO., INC.
                                  WOK 1, INC.
                                  WOK 2, INC.


                                  By /s/
                                  Name:
                                  Title:

                                  ALASKA UNITED FIBER SYSTEM PARTNERSHIP

                                  By: GCI Fiber Co., Inc., its general partner


                                  By /s/
                                  Name:
                                  Title:

                                  By: Fiber Hold Co., Inc., its general partner


                                  By /s/
                                  Name:
                                  Title:
<PAGE>


                                  LENDERS:

                                  CREDIT LYONNAIS NEW YORK BRANCH
                                  individually and as Administrative Agent,
                                  Issuing Bank, Co-Bookrunner and Co-Arranger


                                  By /s/
                                  Name:
                                  Title:
                                  Address: 1301 Avenue of the Americas
                                           New York, NY  10019
                                           Attention: Media & Communications
                                           Group
                                  Facsimile: 212-261-3288


                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION, individually and as Documentation
                                  Agent, Co-Arranger and Co-Bookrunner


                                  By /s/
                                  Name:
                                  Title:
                                  Address: 120 Long Ridge Road
                                           Stamford, CT  06927
                                           Attention: Manager, Telecom Portfolio
                                  Facsimile: 203-968-8938


                                  CIT LENDING SERVICES CORPORATION,
                                  individually and as Syndication Agent


                                  By /s/
                                  Name:
                                  Title:
                                  Address: 1 CIT Drive
                                           Livingston, NJ  07039
                                           Attention:  Vice President, Credit:
                                           Communications and Media Finance
                                           Group with a copy to Legal Counsel,
                                           Communications and Media Finance
                                           Group
                                  Facsimile: 973-535-1816
<PAGE>

                                                                      Schedule 1
<TABLE>
                                       Schedule of Commitments
<CAPTION>
Lender                                                Revolving Commitment          Term Loan Commitment
------                                                --------------------          --------------------
<S>                                                    <C>                             <C>
Credit Lyonnais New York Branch                        $12,000,000.00                  $98,800,000.01
General Electric Capital Corporation                    $9,000,000.00                  $15,542,857.14
CIT Lending Services Corporation                        $9,000,000.00                  $11,000,000.00
Toronto Dominion (Texas), Inc.                          $1,500,000.00                   $3,400,000.00
Cobank, ACB                                             $6,000,000.00                   $5,828,571.43
Wells Fargo Bank Alaska, N.A.                           $5,000,000.00                  $13,214,285.71
Credit Industriel et Commercial                                 $0.00                   $9,714,285.71
Union Bank of California                                $7,500,000.00                  $12,500,000.00

TOTAL:                                                 $50,000,000.00                 $170,000,000.00
</TABLE>
<PAGE>
                                  SCHEDULE 3.1
                           ORGANIZATIONAL INFORMATION


GCI, INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             106

            Shares Authorized:                       10,000

         C. Ownership:                               General Communication, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A

GCI HOLDINGS, INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             114

            Shares Authorized:                       10,000

         C. Ownership:                               GCI, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A


                                       1
<PAGE>
GCI COMMUNICATION CORP.

         A. Jurisdiction State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Class A Common Stock
                                                     Class B Common Stock
                                                     Preferred Stock

            Shares Issued and
            Outstanding:                             131,000 Class A

            Shares Authorized:                       Class A - 25,000,000
                                                     Class B - 10,000,000
                                                     Preferred - 1,000,000

         C. Ownership:                               GCI Holdings, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A

GCI CABLE, INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             101

            Shares Authorized:                       10,000

         C. Ownership:                               GCI Holdings, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A


                                       2
<PAGE>
GCI FIBER COMMUNICATION CO., INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             42,500

            Shares Authorized:                       100,000

         C. Ownership:                               GCI Holdings, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A

POTTER VIEW DEVELOPMENT CO., INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             100

            Shares Authorized:                       10,000

         C. Ownership:                               GCI Communication Corp.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A


                                       3
<PAGE>
ALASKA UNITED FIBER SYSTEM PARTNERSHIP

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          N/A

            Shares Issued and                        N/A Partnership Interests
            Outstanding:                             Only

            Shares Authorized:                       N/A

         C. Ownership:                               GCI Fiber Co., Inc. and
                                                     Fiber Hold Co., Inc.

            Percent of Ownership:                    50% to GCI Fiber Co., Inc.
                                                     and 50% to Fiber Hold Co.,
                                                     Inc.

         D. Options Outstanding:                     N/A


GCI FIBER CO., INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             100

            Shares Authorized:                       10,000

         C. Ownership:                               GCI Holdings, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A


                                       4
<PAGE>
FIBER HOLD CO., INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             100

            Shares Authorized:                       10,000

         C. Ownership:                               GCI Holdings, Inc.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A


WOK 1, INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             100

            Shares Authorized:                       10,000

         C. Ownership:                               GCI Communication Corp.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A



                                       5
<PAGE>
WOK 2, INC.

         A. Jurisdiction                             State of Alaska

            and Address:                             2550 Denali Street,
                                                     Suite 1000
                                                     Anchorage, Alaska 99503

         B. Class of Stock:                          Common Stock, No Par Value

            Shares Issued and
            Outstanding:                             100

            Shares Authorized:                       10,000

         C. Ownership:                               GCI Communication Corp.

            Percent of Ownership:                    100%

         D. Options Outstanding:                     N/A


                                       6
<PAGE>
                                  SCHEDULE 3.3
                                Required Consents

o   Consents of the Boards of Directors or Partners of the applicable
    Transaction Parties are required
<PAGE>
<TABLE>
                                                      Schedule 3.7(a)-Authorizations
<CAPTION>
CALL                                                              GRANT                       MOST CURRENT
SIGN    TYPE          LOCATION                        ADDRESS     DATE      EXP. DATE STATUS  LICENSEE        Long/Lat
------- ------------- ------------------------------- ----------- --------- --------- ------- --------------- --------------------
<S>     <C>           <C>                             <C>         <C>       <C>       <C>     <C>             <C>
E940285 Earth Station 1.2m Ku Blanket License         50 states   09-Sep-94 09-Sep-04 current GCI Comm. Corp. Conus, Ak. Hi
E940286 Earth Station 3.6m Ku Blanket License         50 states   09-Sep-94 09-Sep-04 current GCI Comm. Corp. Conus, Ak. Hi
E940287 Earth Station 3.7m Ku Blanket License         50 states   09-Sep-94 09-Sep-04 current GCI Comm. Corp. Conus, Ak. Hi
E940288 Earth Station 3.8m Ku Blanket License         50 states   09-Sep-94 09-Sep-04 current GCI Comm. Corp. Conus, Ak. Hi
E940289 Earth Station 4.5m Ku Blanket License         50 states   09-Sep-94 09-Sep-04 current GCI Comm. Corp. Conus, Ak. Hi
E940290 Earth Station 4.6m Ku Blanket License         50 states   09-Sep-94 09-Sep-04 current GCI Comm. Corp. Conus, Ak. Hi
E950224 Earth Station King Cove (County), Alaska      N/A         28-Apr-95 28-Apr-05 current Peter Pan Comm. 55-03-40  162-19-08
KNLF298 Radio Station Lic.                                        23-Jun-95 23-Jun-05 current GCI Comm. Corp. PCS License
E960383 Earth Station Bethel, Alaska                  N/A         16-Aug-96 16-Aug-06 current GCI Comm. Corp. 60-47-40  161-45-57
E960384 Earth Station Dillingham, Alaska              N/A         16-Aug-96 16-Aug-06 current GCI Comm. Corp. 59-02-25  158-27-18
E960386 Earth Station Kotzebue, Alaska                N/A         04-Oct-96 04-Oct-06 current GCI Comm. Corp. 66-53-15  162-36-40
E960385 Earth Station King Salmon, Alaska             N/A         25-Oct-96 25-Oct-06 current GCI Comm. Corp. 58-40-26  156-39-25
E960387 Earth Station Nome, Alaska                    N/A         25-Oct-96 25-Oct-06 current GCI Comm. Corp. 64-30-16  165-25-30
E960388 Earth Station Barrow, Alaska                  N/A         25-Oct-96 25-Oct-06 current GCI Comm. Corp. 71-16-18  156-46-03
WPLM396 Radio Station Lic.                                        17-Jun-98 17-Jun-08 current GCI Comm. Corp. LMDS License
E960369 Earth Station Akutan, Alaska                  N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 54-08-04  165-46-28
E960393 Earth Station Wainwright, Alaska              N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 70-36-10  160-01-29
E960394 Earth Station Anktuvuk Pass, Alaska           N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 68-08-30  151-43-45
E960395 Earth Station Noatak, Alaska                  N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 67-34-16  162-58-00
E960396 Earth Station Nondalton, Alaska               N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-58-26  154-50-58
E960397 Earth Station Iliamna (County), Alaska        N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-45-48  154-49-10
E960398 Earth Station Atqasuk, Alaska                 N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 70-29-46  157-24-41
E960399 Earth Station Kaktovik (County), Alaska       N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 70-07-37  143-36-41
E960400 Earth Station Nuiqsut (County), Alaska        N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 70-12-49  151-00-03
E960401 Earth Station Point Lay (County), Alaska      N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 69-44-28  163-00-33
E960423 Earth Station False Pass (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 54-51-20  163-24-36
E960424 Earth Station King Cove (County), Alaska      N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 55-03-39  162-18-53
E960425 Earth Station Cold Bay, Alaska                N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 55-12-25  162-42-41
E960426 Earth Station Sand Point (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 55-20-37  160-28-56
E960427 Earth Station Perryville (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 55-54-40  159-08-33
E960428 Earth Station Nelson Lagoon (County), Alaska  N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 56-00-15  161-15-45
E960429 Earth Station Chignik Lake, Alaska            N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 56-15-20  158-45-53
E960430 Earth Station Chignik, Alaska                 N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 56-18-26  158-24-42
E960431 Earth Station Chignik Lagoon, Alaska          N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 56-18-39  158-32 12
E960432 Earth Station Port Heiden (County), Alaska    N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 56-55-31  158-36-57
E960433 Earth Station Pilot Point (County), Alaska    N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 57-34-00  157-34-34
E960434 Earth Station Ekuk/Clarks Point
                      (County), Alaska                N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 58-50-07  158-32-23
E960435 Earth Station Manokotak (County), Alaska      N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 58-58-47  159-03-09
E960436 Earth Station Togiak (County), Alaska         N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-03-46  160-22-36
E960437 Earth Station Levelock (County), Alaska       N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-06-45  156-51-29
E960438 Earth Station Ekwok (County), Alaska          N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-21-03  157-28-30
E960439 Earth Station New Stuyahok (County), Alaska   N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-27-09  157-18-47
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALL                                                              GRANT                       MOST CURRENT
SIGN    TYPE          LOCATION                        ADDRESS     DATE      EXP. DATE STATUS  LICENSEE        Long/Lat
------- ------------- ------------------------------- ----------- --------- --------- ------- --------------- --------------------
<S>     <C>           <C>                             <C>         <C>       <C>       <C>     <C>             <C>
E960440 Earth Station Koliganek (County), Alaska      N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 59-43-38  157-16-50
E960441 Earth Station St. Michael (County), Alaska    N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 63-28-44  162-02-25
E960442 Earth Station Stebbins (County), Alaska       N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 63-31-13  162-16-51
E960443 Earth Station Unalakleet (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 63-52-40  160-47-10
E960444 Earth Station Shaktoolik (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 64-20-58  161-10-51
E960445 Earth Station Golovin (County), Alaska        N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 64-32-41  163-01-50
E960446 Earth Station Elim (County), Alaska           N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 64-37-08  162-15-22
E960447 Earth Station White Mountain (County), Alaska N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 64-40-56  163-24-25
E960448 Earth Station Koyuk (County), Alaska          N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 64-55-59  161-09-36
E960449 Earth Station Teller (County), Alaska         N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 65-15-58  166-21-44
E960450 Earth Station Wales (County), Alaska          N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 65-37-07  168-05-22
E960451 Earth Station Buckland, Alaska                N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 65-58-41  161-07-35
E960452 Earth Station Deering, Alaska                 N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-04-38  162-43-31
E960453 Earth Station Shishmaref (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-15-18  166-04-18
E960454 Earth Station Selawik (County), Alaska        N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-36-13  159-59-58
E960455 Earth Station Noorvik (County), Alaska        N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-50-08  161-02-16
E960456 Earth Station Shungnak (County), Alaska       N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-53-20  157-08-09
E960457 Earth Station Kobuk (County), Alaska          N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-54-27  156-52-39
E960458 Earth Station Kiana (County), Alaska          N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 66-58-28  160-25-36
E960459 Earth Station Ambler, Alaska                  N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 67-05-14  157-51-17
E960460 Earth Station Kivalina (County), Alaska       N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 67-43-41  164-32-14
E960461 Earth Station Point Hope (County), Alaska     N/A         10-Aug-98 T.B.D.    S.T.A.  GCI Comm. Corp. 68-20-49  166-43-33
E890566 Earth Station Kodiak, Alaska                  RT. 4 West
                                                      Rezenof
                                                      Drive       04-Aug-99 04-Aug-09 current GCI Comm. Corp. 57-45-36  152-30-30
E890647 Earth Station Ketchikan, Alaska               Mile 3.8,
                                                      Tongass
                                                      Highway     11-Aug-99 11-Aug-09 current GCI Comm. Corp. 55-22-45  131-43-21
E6641   Earth Station Issaquah, Washington            11107
                                                      234th Ave.
                                                      SE          10-Dec-99 10-Dec-09 current GCI Comm. Corp. 47-30-09  122-01-37
E2490   Earth Station Juneau, Alaska                  1580 Thane
                                                      Road        06-Apr-00 06-Apr-10 current GCI Comm. Corp. 58-17-17  134-23-15
E2492   Earth Station Issaquah, Washington            11107
                                                      234th Ave.
                                                      SE          06-Apr-00 06-Apr-10 current GCI Comm. Corp. 47-30-09  122-01-37
E873440 Earth Station Adak, Alaska                    N/A         06-Apr-00 06-Apr-10 current GCI Comm. Corp. 51-52-15  176-38-24
E874371 Earth Station Anchorage Frontier Bldg         3601 C
                                                      Street      06-Apr-00 06-Apr-10 current GCI Comm. Corp. 61-11-17  149-52-54
E890591 Earth Station 3.5m Ku Blanket License         50 states   06-Apr-00 26-Apr-10 current GCI Comm. Corp. Conus, Ak. Hi
E890589 Earth Station 1.8m Ku Blanket License         50 states   21-Apr-00 26-Apr-10 current GCI Comm. Corp. Conus, Ak. Hi
E890590 Earth Station 2.4m Ku Blanket License         50 states   21-Apr-00 26-Apr-10 current GCI Comm. Corp. Conus, Ak. Hi
E900478 Earth Station Prudhoe Bay North Slope, Alaska 3 Miles
                                                      NNE of
                                                      Deadhorse
                                                      Airport     23-Aug-00 24-Aug-10 current GCI Comm. Corp. 70-14-06  148-22-23
E900261 Earth Station Dutch Harbor, Alaska            1.4mi N.
                                                      of Unalaska 24-Aug-00 24-Aug-10 current GCI Comm. Corp. 53-53-55  166-32-13
E900442 Earth Station Cordova, Alaska                 Mile 13,
                                                      Cooper
                                                      River Hwy.  21-Sep-00 21-Sep-10 current GCI Comm. Corp. 60-29-47  145-27-44
E000627 Earth Station Pedro Bay, Alaska               N/A         28-Nov-00 28-Nov-10 current GCI Comm. Corp. 59-47-18  154-06-04
E000628 Earth Station Toksook Bay                     N/A         28-Nov-00 28-Nov-10 current GCI Comm. Corp. 60-31-52  165-06-32
E000629 Earth Station Platinum, Alaska                N/A         28-Nov-00 28-Nov-10 current GCI Comm. Corp. 59-00-47  161-48-53
E000630 Earth Station Iguigig, Alaska                 N/A         28-Nov-00 28-Nov-10 current GCI Comm. Corp. 59-16-34  155-54-07
E000632 Earth Station Kokhanok, Alaska                N/A         28-Nov-00 28-Nov-10 current GCI Comm. Corp. 59-26-22  154-45-24
E000631 Earth Station Hooper Bay                      N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 61-31-37  166-06-24
E000633 Earth Station Aniak                           N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 61-34-18  159-32-18
E000634 Earth Station Egegik, Alaska                  N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 58-12-31  157-22-34
E000635 Earth Station Goodnews Bay, Alaska            N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 59-07-06  161-35-25
E000636 Earth Station Mekroyuk, Alaska                N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 60-23-12  166-11-33
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALL                                                              GRANT                       MOST CURRENT
SIGN    TYPE          LOCATION                        ADDRESS     DATE      EXP. DATE STATUS  LICENSEE        Long/Lat
------- ------------- ------------------------------- ----------- --------- --------- ------- --------------- --------------------
<S>     <C>           <C>                             <C>         <C>       <C>       <C>     <C>             <C>
E000638 Earth Station Saint Mary's                    N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 62-03-04  163-10-49
E000639 Earth Station Quinhagak                       N/A         29-Nov-00 29-Nov-10 current GCI Comm. Corp. 59-44-49  161-54-28
E900573 Earth Station Sitka, Alaska                   202 Jarvis
                                                      Street      28-Dec-00 28-Dec-10 Current GCI Comm. Corp. 57-03-03  135-18-26
WHA559  Microwave     Anchorage, Alaska               2550 Denali
                                                      Street      17-Jan-01 31-Jan-11 current GCI Comm. Corp. 61-11-50  149-52-38
WHA560  Microwave     Eagle River, Alaska             5 Mi. Eagle
                                                      River Road  17-Jan-01 01-Feb-11 current GCI Comm. Corp. 61-17-53  149-26-35
WHA629  Microwave     BP Earth Station, Alaska        900 Benson
                                                      Blvd.       17-Jan-01 01-Feb-11 current GCI Comm. Corp. 61-11-33  140-51-44
WHA646  Microwave     BP Bldg, Alaska                 900 Benson
                                                      Blvd.       17-Jan-01 01-Feb-11 current GCI Comm. Corp. 61-11-33  149-51-52
WLT719  Microwave     Kenai, Alaska                   Mt. Redoubt
                                                      Ave.        17-Jan-01 01-Feb-11 current GCI Comm. Corp. 60-34-27  151-18-08
WLV263  Microwave     Prudhoe Bay, Alaska             3 Miles NNE
                                                      of
                                                      Deadhorse
                                                      Airport     17-Jan-01 01-Feb-11 current GCI Comm. Corp. 70-13-59  148-22-33
WLV267  Microwave     Deadhorse, Alaska               Adjacent to
                                                      Deadhorse
                                                      Airport     17-Jan-01 01-Feb-11 current GCI Comm. Corp. 70-11-59  148-28-11
WMT650  Microwave     Federal Express Anchorage       6050
                                                      Rockwell
                                                      Ave         17-Jan-01 01-Feb-11 current GCI Comm. Corp. 61-11-31  150-00-07
WLR379  Microwave     Alaska Airlines                 4750 W.
                                                      Intl.
                                                      Airport Rd. 30-Jan-01 01-Feb-11 current GCI Comm. Corp. 61-10-26  149-58-24
WLT720 Microwave      Glen Alps, Alaska               10 miles SE
                                                      of
                                                      Anchorage   06-Feb-01 06-Feb-11 current GCI Comm. Corp. 61-06-23  149-43-04
WLT721  Microwave     Swanson River, Alaska           15 mi. N.
                                                      of Sterling 06-Feb-01 06-Feb-11 current GCI Comm. Corp. 60-43-35  150-52-30
WLU551  Microwave     Frontier, Alaska                3601 C St.  13-Feb-01 01-Feb-11 current GCI Comm. Corp. 61-11-15  149-53-01
WLC631  Microwave     Polaris, Alaska (near Fbks)     Lat 64 56
                                                      34N/Long
                                                      147 42 48W  27-Mar-01 01-Feb-11 current GCI Comm. Corp. 64-50-32  147-42-56
WLC632  Microwave     Esro, Alaska (near Fbks)        Lat 64 55
                                                      53N/Long
                                                      147 29 49W  27-Mar-01 01-Feb-11 current GCI Comm. Corp. 64-55-49  147-29-57
E010091 Earth Station 0.95m Ku Blanket License        N/A         11-Jun-01 11-Jun-11 current GCI Comm. Corp.
E010030 Earth Station Savoonga, Alaska                            19-Nov-01 19-Nov-11 current GCI Comm. Corp. 63-41-28  170-29-03
E010032 Earth Station Gambell, Alaska                             19-Nov-01 19-Nov-11 current GCI Comm. Corp. 63-46-45  171-43-45
E873586 Earth Station Prudhoe Bay BP                  N/A         18-Dec-01 06-Apr-10 current GCI Comm. Corp. 70-17-32  148-42-54
E874279 Earth Station Sea Tac, Washington             20313 28th
                                                      Ave. South  19-Dec-01 13-Apr-10 current GCI Comm. Corp. 47-25-26  122-17-52
E010335 Earth Station Diomede, Alaska                 N/A         21-Feb-02 21-Feb-12 current GCI Comm. Corp. 65-45-29  168-57-10
E2491   Earth Station Eagle River, Alaska             Mi. 5.1
                                                      Eagle River
                                                      Road        08-Jul-02 10-Dec-09 current GCI Comm. Corp. 61-17-50  149-26-34
E850089 Earth Station Fairbanks, Alaska               Mi. 2.6
                                                      Esro Rd.    08-Jul-02 06-Apr-10 current GCI Comm. Corp. 64-55-53  147-29-49
E990444 Earth Station Waterfall - Ketchikan, Alaska   310 Dock
                                                      Street      08-Jul-02 06-Apr-10 current Waterfall Group
                                                                                              LTD             55-17-49  133-14-30
E020104 Earth Station Nikolski                        N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 52-56-20  168-51-38
E020105 Earth Station Chefornak                       N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 60-09-32  164-16-48
E020106 Earth Station Eek                             N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 60-13-08  162-01-48
E020107 Earth Station Atka                            N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 52-12-04  174-11-50
E020108 Earth Station Kipnuk                          N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 59-56-07  164-02-03
E020111 Earth Station Nightmute                       N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 60-28-45  164-43-37
E020112 Earth Station Tununak                         N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 60-34-57  165-15-39
E020113 Earth Station Tuntutuliak                     N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 60-20-24  162-40-08
E020114 Earth Station Kongiganak                      N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 59-57-33  161-53-36
E020115 Earth Station Kwigillingok                    N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 59-52-05  163-08-35
E020116 Earth Station Newtok                          N/A         08-Jul-02 08-Jul-17 current GCI Comm. Corp. 60-56-34  164-37-57
KNEN497 Land Mobile/
        Business RadioAdak/Anchorage/Fairbanks/
                      Juneau, Alaska (mobile)                     02-Aug-02 15-Sep-12 current GCI Comm. Corp. 61-11-45  152-30-00
E020210 Earth Station Valdez, Alaska                  N/A         09-Oct-02 09-Oct-17 current GCI Comm. Corp. 61-07-53  146-20-18
E020212 Earth Station Pump Station #11, Alaska        N/A         09-Oct-02 09-Oct-17 current GCI Comm. Corp. 62-5-16  145-28-48
E020221 Earth Station Steven's Village, Alaska        N/A         09-Oct-02 09-Oct-17 current GCI Comm. Corp. 66-00-29  149-05-41
E020222 Earth Station Rampart, Alaska                 N/A         09-Oct-02 09-Oct-17 current GCI Comm. Corp. 65-30-32  150-09-34
E020224 Earth Station Venetie, Alaska                 N/A         09-Oct-02 09-Oct-17 current GCI Comm. Corp. 67-00-51  146-24-56
E020211 Earth Station Pump Station #12                N/A         18-Nov-02 18-Nov-17 current GCI Comm. Corp. 61-28-32  145-08-48
E020213 Earth Station Pump Station #1                 N/A         18-Nov-02 18-Nov-17 current GCI Comm. Corp. 70-15-31  148-36-38
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALL                                                              GRANT                       MOST CURRENT
SIGN    TYPE          LOCATION                        ADDRESS     DATE      EXP. DATE STATUS  LICENSEE        Long/Lat
------- ------------- ------------------------------- ----------- --------- --------- ------- --------------- --------------------
<S>     <C>           <C>                             <C>         <C>       <C>       <C>     <C>             <C>
E020280 Earth Station Pump Station #9                 N/A         18-Nov-02 18-Nov-17 current GCI Comm. Corp. 63-55-52  145-46-04
E020263 Earth Station Pump Station #10                N/A         26-Nov-02 26-Nov-17 current GCI Comm. Corp. 63-25-25  145-45-57
E020265 Earth Station Pump Station #7                 N/A         26-Nov-02 26-Nov-17 current GCI Comm. Corp. 65-18-38  148-16-41
E020266 Earth Station Pump Station #4                 N/A         26-Nov-02 26-Nov-17 current GCI Comm. Corp. 68-25-22  149-21-20
E020267 Earth Station Pump Station #3                 N/A         26-Nov-02 26-Nov-17 current GCI Comm. Corp. 68-50-30  149-49-44
E020268 Earth Station Pump Station #6                 N/A         26-Nov-02 26-Nov-17 current GCI Comm. Corp. 65-51-14  149-44-19
E020269 Earth Station Pump Station #5                 N/A         26-Nov-02 26-Nov-17 current GCI Comm. Corp. 66-48-46  150-39-44
E020176 Earth Station Unalakleet (County), Alaska     N/A         09-Dec-02 26-Aug-17 current GCI Comm. Corp. 63-52-37  160-47-20
E020225 Earth Station Arctiv Village                  N/A         09-Dec-02 09-Dec-17 current GCI Comm. Corp. 68-07-41  145-32-15
E020226 Earth Station Beaver, Alaska                  N/A         09-Dec-02 09-Dec-17 current GCI Comm. Corp. 66-21-34  147-24-45
E020227 Earth Station Birch Creek, Alaska             N/A         09-Dec-02 09-Dec-17 current GCI Comm. Corp. 66-15-49  145-49-07
E020253 Earth Station Circle, Alaska                  N/A         09-Dec-02 09-Dec-17 current GCI Comm. Corp. 65-49-27  144-04-04
E020133 Earth Station St. Paul                        N/A         12-Dec-02 08-Jul-17 current GCI Comm. Corp. 57-07-14  170-17-01
E020223 Earth Station Fort Yukon, Alaska              N/A         07-Jan-03 09-Oct-17 current GCI Comm. Corp. 66-34-05  145-14-31
E020283 Earth Station Chalkyitsik, Alaska             N/A         07-Jan-03 07-Jan-18 current GCI Comm. Corp. 66-39-15  143-43-26
WPWY494 Microwave     Valdez, Alaska                              10-Feb-03 10-Feb-13 current GCI Comm. Corp. 61-05-04  146-23-39
E020336 Earth Station GCI Warehouse (Test)            4901
                                                      Fairbanks
                                                      Street      24-Feb-03 24-Feb-18 current GCI Comm. Corp. 61-10-32  149-52-24
WPXC376 Microwave     Valdez, Alaska                  Alyeska
                                                      Valdez
                                                      Earth
                                                      Station     04-Mar-03 04-Mar-13 current GCI Comm. Corp. 61-05-22  146-22-40
E000224 Earth Station Kodiak, Alaska                  N/A         20-May-03 28-Jun-10 current Alaska Aerospace
                                                                                              Dev. Corp.      57-27-09  152-22-42
E873414 Earth Station Anchorage BP                    900 E.
                                                      Benson Blvd.21-Jul-03 10-Dec-09 current GCI Comm. Corp. 61-11-33  149-51-44
E030192 Earth Station Temporary Fixed                 King Salmon 14-Oct-03 14-Oct-18 current GCI Comm. Corp. various
KNHN226 Land Mobile/
        Business RadioSoldotna, Alaska                139A
                                                      Warehouse
                                                      Ave         29-Jun-99 20-Jun-04 current GCI Cable Inc   60-28-53  151-01-47
WNJY380 Land Mobile/
        Business RadioBethel, Alaska                  210 3rd Ave 29-Jun-99 30-Jun-04 current GCI Cable Inc   60-47-43  161-45-55
WNPU406 Land Mobile/
        Business RadioKotzebue, Alaska                1.1 Mi
                                                      from
                                                      Downtown    24-May-99 06-Jul-04 current GCI Cable Inc   66-53-55  162-35-43
WNPU410 Land Mobile/
        Business RadioNome, Alaska                    Federal
                                                      Bldg Front
                                                      St          24-May-99 06-Jul-04 current GCI Cable Inc   64-30-00  165-30-00
WPOY279 Radio Service Ketchikan, Alaska                           31-Aug-99 31-Aug-04 current GCI Cable Inc   55-20-54  131-40-22
WNAP874 Land Mobile/
        Business RadioValdez, Alaska                  N/A         15-Nov-99 26-Oct-04 current GCI Cable Inc   61-07-43  146-20-50
WNRG645 Land Mobile/
        Business RadioCordova, Alaska                 202
                                                      Nicholoff   23-Dec-99 29-Jan-05 current GCI Cable Inc   60-32-49  145-44-48
WNSC321 Land Mobile/
        Business RadioPeterburg, Alaska               3/4 Mi SE
                                                      of Post
                                                      Office      09-May-00 08-May-05 current GCI Cable Inc   56-48-41  132-57-27
WPQG371 Radio Service Seward, Alaska                              05-Jul-00 05-Jul-05 current GCI Cable Inc   60-06-23  149-26-16
WPFT991 Land Mobile/
        Business RadioAnchorage, Alaska               550 W 7th
                                                      Ave         14-Dec-99 05-Oct-09 current GCI Cable Inc   61-12-57  149-53-26
KNCD389 Land Mobile/
        Business RadioAnchorage, Alaska               550 W 7th
                                                      Ave         06-Feb-01 19-Dec-09 current GCI Cable Inc   61-12-55   149-53-33
KD74    Earth Station
        -R            Juneau, Alaska                              12-Sep-00 12-Sep-10 current GCI Cable Inc   58-19-47  134-28-17
KE92    Earth Station
        -R            Anchorage, Alaska               N/A         21-Dec-00 17-Feb-11 current GCI Cable Inc   61-10-49  149-53-06
KNNT 594Land Mobile/
        Business RadioKodiak, Alaska                  189 S.
                                                      Binkley St,
                                                      Ste 101     22-May-01 03-May-11 current GCI Cable Inc   57-47-20  152-25-21
KNJA855 Land Mobile/
        Business RadioJuneau, Alaska                  3161
                                                      Channel Dr  01-Jun-01 09-May-11 current GCI Cable Inc   58-19-33  134-26-28
KTJ272  Land Mobile/
        Business RadioSitka, Alaska                   107
                                                      Cathedral
                                                      Way         22-May-01 18-Jul-11 current GCI Cable Inc   57-03-00  135-20-10

                       Certificates of Public
                      Convenience and Necessity
Alaska RCA                        246                 Bethel                Perpetual         GCI Cable, Inc.
                                  261                 Anchorage/Wasilla/
                                                      Palmer
                                  287                 Kenai/Soldotna
                                  144                 Ketchikan
                                  143                 Sitka
                                  158                 Wrangell/Petersburg
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALL                                                              GRANT                       MOST CURRENT
SIGN    TYPE          LOCATION                        ADDRESS     DATE      EXP. DATE STATUS  LICENSEE        Long/Lat
------- ------------- ------------------------------- ----------- --------- --------- ------- --------------- --------------------
<S>     <C>           <C>                             <C>         <C>       <C>       <C>     <C>             <C>
                                  157                 Cordova
                                  191                 Valdez
                                  168                 Kodiak
                                  164                 Nome
                                  245                 Kotzebue
                                  401                 Homer
                                  367                 Seward
                                  252                 Fairbanks North Star
                                                      Borough
                                  156                 Juneau

PCS License
KNLF 298PCS Broadband MO49 Alaska                                 23-Jun-95 23-Jun-05

WPLM396 LMDS License

        Cable Landing License-FCC (AU East)           07-Nov-97
        Cable Landing License-Snohomish County, WA    02-Jun-99

        Cable Landing License-FCC (AU West)           02-Aug-02
WPLM396 LMDS License

        Cable Landing License-FCC (AU East)           07-Nov-97
        Cable Landing License-Snohomish County, WA    02-Jun-99

        Cable Landing License-FCC (AU West)           02-Aug-02
</TABLE>
<PAGE>
<TABLE>
                                                    Schedule 3.7(b)
                                                 Location of Collateral
<CAPTION>
GCI Locations
Alaska:
                <S>                          <C>                           <C>                       <C>
                ADAK                         ELIM                          MANOKOTAK                 SHAGELUK
                AGULAWOK                     ELMENDORF                     MARSHALL                  SHAKTOOLIK
                AKHIOK                       EMMONAK                       MCGRATH                   SHELDON PT / NUNAM IQUA
                AKIACHAK                     FAIRBANKS                     MEKORYUK                  SHISHMAREF
                AKIAK                        FALSE PASS                    MENTASTA LAKE             SHUNGNAK
                AKUTAN                       FORT GREELY                   MICHAEL BAKER             SITKA
                ALAKANUK                     FORT YUKON                    MINTO                     SKAGWAY
                ALEKNAGIK                    GALENA                        MOUNTAIN VILLAGE          SLEETMUTE
                ALLAKAKET                    GAMBELL                       NAKED ISLAND              SOLDOTNA
                AMBLER                       GLENALLEN                     NAKNEK                    ST GEORGE ISLAND
                ANAKTUVUK PASS               GOLOVIN                       NANWALEK                  ST MARY'S
                ANCHORAGE                    GOODNEWS BAY                  NAPAKIAK                  ST MICHAEL
                ANDERSON                     GRAYLING                      NELSON LAGOON             ST PAUL
                ANGOON                       HAINES                        NENANA                    STEBBINS
                ANIAK                        HEALY                         NEW HALEN                 STEVENS VILLAGE
                ANVIK                        HEALY LAKE                    NEW STUYAHOK              STONY RIVER
                ARCTIC VILLAGE               HOLY CROSS                    NEWTOK                    SWANSON RIVER
                ATIGAN PASS                  HOMER                         NIGHTMUTE                 TAKOTNA
                ATKA                         HOONAH                        NIKOLAI                   TANACROSS
                ATMAUTLUAK                   HOOPER BAY                    NIKOLSKI                  TANANA
                ATQASUK                      HUGHES                        NOATAK                    TAPS
                BARROW                       HUSLIA                        NOME                      TATITLEK
                BEAVER                       HYDABURG                      NONDALTON                 TELLER
                BETHEL                       ICY BAY                       NOORVIK                   TENAKEE SPRINGS
                BETTLES                      IGIUGIG                       NORTHWAY                  TETLIN
                BIG SANDY LAKE               ILIAMNA                       NUIQSUT                   THORN BAY
                BIRCH CREEK                  ILLINOIS CREEK                NULATO                    TOGIAK
                BREVIG MISSION               JUNEAU                        NUNAPITCHUK               TOK
                BUCKLAND                     KAKE                          OLD HARBOR                TOKSOOK BAY
                CANTWELL                     KAKTOVIK                      OUZINKIE                  TULUKSAK
                CHALKYITSIK                  KALSKAG                       PALMER                    TUNTUTULIAK
                CHEFORNAK                    KALTAG                        PEDRO BAY                 TUNUNAK
                CHENEGA BAY                  KANAS                         PELICAN                   TWIN HILLS
                CHEVAK                       KARLUK                        PERRYVILLE                TYONEK
                CHICAGO                      KASIGLUK                      PETERSBURG                UNALAKLEET
                CHIGNIK BAY                  KENAI                         PILOT POINT               UNALASKA / DUTCH HARBOR
                CHIGNIK LAGOON               KETCHIKAN                     PILOT STATION             VALDEZ
                CHIGNIK LAKE                 KIANA                         PITKAS POINT              VENETIE
                CHINIAK                      KING COVE                     PLATINUM                  WAINWRIGHT
                CHUATHBALUK                  KING SALMON                   POGO MINE                 WALES
                CIRCLE                       KIPNUK                        POINT HOPE                WASILLA
                CLARKS POINT                 KIVALINA                      POINT LAY                 WHITE MT
                COLD BAY                     KLAWOCK                       PORT ALSWORTH             WHITTIER
                COLDFOOT                     KOBUK                         PORT GRAHAM               WILDWOOD
                CORDOVA                      KODIAK                        PORT HEIDEN               WISEMAN
                CRAIG                        KOKHANOK                      PORT LIONS                WRANGELL
                CROOKED CREEK                KOLIGANEK                     PORT MOLLIER              YAKUTAT
                DANGER BAY                   KONGIGANAK                    PORTAGE CREEK
                DEADHORSE                    KOTLIK                        PRUDHOE BAY
                DEERING                      KOTZEBUE                      QUINHAGAK
                DELTA JUNCTION               KOYUK                         RAMPART
                DILLINGHAM                   KOYUKUK                       RED DEVIL
                DOT LAKE                     KUPARUK                       RED DOG MINE
                EAGLE                        KWETHLUK                      REEF ISLAND
                EAGLE RIVER                  KWIGILLINGOK                  RUBY
                EEK                          LAKE MINCHUMINA               RUSSIAN MISSION
                EGEGIK                       LARSEN BAY                    S. NAKNEK
                EKUK / CLARKS PT             LEVELOCK                      SALCHA HILLS
                EKWOK                        LITTLE DIOMEDE                SAND POINT
                                             LIVENGOOD                     SAVOONGA
                                             MAIN BAY                      SCAMMON BAY
                                             MANLEY HOT SPRINGS            SELAWIK
                                                                           SELDOVIA
                                                                           SEWARD
</TABLE>
<PAGE>
Page 2


Arizona:        MCNARY
                ST MICHAELS

Montana:        HAYS
                HEART BUTTE
                LAVINA
                LODGE POLE
                PRYOR

New Mexico:     ABIQUIU
                COLUMBUS
                CUBA
                GALLINA
                GALLUP
                GRANTS
                JEMEZ MOUNTAIN
                LUMBERTON
                LYBROOK
                SAN FIDEL
                THOREAU
                ZUNI

Washington:     KING COUNTY
                CLALLUM COUNTY
                ISLAND COUNTY
                JEFFERSON COUNTY
                KING COUNTY
                KITSAP COUNTY
                SNOHOMISH COUNTY

Other:          Undersea fiber optic
                cable from Seward, AK
                to Pacific City, OR
<PAGE>
<TABLE>
                                                             SCHEDULE 3.8
                                         Existing Indebtedness, Contingent Liabilities, Liens
<CAPTION>
                                                                                                     Maturity and Amount of
Indebtedness Incurred By  Indebtedness Owed To              Property Encumbered                          Indebtedness
------------------------- --------------------------------- ------------------------------------ ------------------------------
<S>                       <C>                               <C>                                  <C>
GCI, Inc.                 Public Noteholders                None                                 $180,000,000     08/01/07

GCI Communication Corp.   Wells Fargo                       Capital Lease, Lucent Switch         $    654,349     08/15/05

GCI Communication Corp.   Individual, Terrance May          Unsecured                            $    435,700     01/15/06

GCI Communication Corp.   IBM Credit Corp.                  Capital Lease, VSS Storage           $     29,535     12/31/03

GCI Holdings, Inc.        Credit Lyonnais, New York Branch,  100% of Common Stock and Assets of: $170,000,000     10/31/07
                          as Administrative Agent            o GCI Holdings, Inc.
                                                             o Potter View Development Co., Inc.
                                                             o GCI Communication Corp.
                                                             o GCI Cable, Inc.
                                                             o WOK 1, Inc.
                                                             o WOK 2, Inc.
                                                             o GCI Fiber Co., Inc.
                                                             o Fiber Hold Co., Inc.
                                                             o GCI Fiber Communication Co., Inc.

GCI Communication Corp.   Lucent                            Products and licensed materials      $    300,000

Liens associated with
various operating leases

Liens associated with
intercompany loans
</TABLE>
<TABLE>
                                                           LETTERS OF CREDIT
<CAPTION>
L/C Obligor               L/C Beneficiary                           Face Amount               Expiration Date
-----------------------   --------------------------------------    -----------               ---------------
<S>                       <C>                                       <C>                       <C>
GCI Communication Corp.   Alaska Exchange Carriers Association      $ 3,000,000               04/25/04

GCI Communication Corp.   Sumitomo Corporation                      $ 3,517,385               06/30/04
</TABLE>
<PAGE>
                                  SCHEDULE 3.11
                            Environmental Liabilities

o  None
<PAGE>
<TABLE>
                                                      SCHEDULE 3.13
                                                       Investments
<CAPTION>
Name                                           Investment Type                                Owner and % Ownership
---------------------------------------------- ---------------------------------------------- ---------------------------------
<S>                                            <C>                                            <C>
GCI Transport Co., Inc.                        100 shares of Common Stock                     GCI Holdings, Inc. 100%

GCI Satellite Co., Inc.                        100 shares of Common Stock                     GCI Transport Co., Inc. 100%

GCI Fiber Communication Co., Inc.              Note Receivable Balance $89,296,575            GCI Holdings, Inc. 100%

GCI Fiber Communication Co., Inc.              Accrued Interest Receivable $13,990,065        GCI Holdings, Inc. 100%

</TABLE>
In addition, the Investments of the Transaction Parties in the Capital Stock of
other Transaction Parties are as disclosed on Schedule 3.1.
<PAGE>
                                  SCHEDULE 3.16
                    FILING AND RECORDING LOCATIONS FOR UCC-1
                     FINANCING STATEMENTS AND DEEDS OF TRUST


         1.       State of Alaska UCC Central - UCC 1 Financing Statements
                  to be filed:

                  Support Services Division, UCC Central
                  Alaska Department of Natural Resources
                  550 W. 7th Ave., Ste. 1200A
                  Anchorage, Alaska 99501
                  269-8899 / 269-8873

         2.       State of Washington UCC Central - UCC 1 Financing Statement
                  to be filed:

                  Department of Licensing
                  Uniform Commercial Code Division
                  405 Black Lake Blvd., Bldg. 2 (Fed Ex)
                  Olympia, Washington 98502
                  or P.O. Box 9660
                  Olympia, Washington 98507-9660
                  (360) 664-1530


         3.       State of Alaska Recording Districts - Deed of Trust to be
                  recorded:

                  3.1      Anchorage
                           550 W. 7th Ave., Ste. 1200
                           Anchorage, Alaska 99501
                           269-8899 / 269-8872

                  3.2      Chitna
                           Attn:  Magistrate
                           Box 2023
                           Valdez, Alaska 99686
                           835-3153

                  3.3      Cordova (in Anchorage)
                           550 W. 7th Ave., Ste. 1200
                           Anchorage, Alaska 99501
                           269-8899 / 269-8872

                  3.4      Fairbanks
                           1648 S. Cushman St.  Suite 201
                           Fairbanks, Alaska 99701-6206
                           452-3521 / 452-2298
<PAGE>
                  3.5      Juneau
                           400 Willoughby St.
                           3rd Floor
                           Juneau, Alaska 99801
                           465-3449 / 465-2514

                  3.6      Ketchikan
                           415 Main St., Room 310
                           Ketchikan, Alaska 99901
                           225-3142 / 225-3143

                  3.7      Petersburg (in Ketchikan)
                           415 Main St., Room 310
                           Ketchikan, Alaska 99901
                           225-3142 / 225-3143

                  3.8      Seward
                           Attn:  Magistrate
                           Box 1929
                           Seward, Alaska 99664
                           224-3075

                  3.9      Sitka
                           210-C Lake Street
                           Sitka, Alaska 99835
                           747-3275

                  3.10     Valdez
                           Attn: Magistrate
                           Box 2023
                           Valdez, Alaska 99686
                           835-3153


         4.       State of Washington Recording Districts - Deed of Trust to be
                  recorded:

                  4.1      Snohomish County Auditor
                           Recording Division
                           3000 Rockefeller Ave., M/S-204
                           Everett, Washington 98201
                           (425) 388-3483   Fax (425) 259-2777
<PAGE>
                  4.2      King County Records & Elections Division
                           Recorder's Office
                           King County Administration Building
                           500 Fourth Avenue, Room 311
                           Seattle, Washington 98104
                           (206) 296-1570   Fax: (206) 205-8396
<PAGE>
                                  SCHEDULE 3.17
                               Material Agreements

o  All Credit facilities are included on Schedule 3.8

o  No other Material Agreements other than those on file with the Securities
   Exchange Commission