CONSENT AND FIRST AMENDMENT

                                January 27, 1998

TO MEMBERS ON THE ATTACHED DISTRIBUTION LIST:

Re:      Credit  Agreements  dated November 14, 1997 between GCI Holdings,  Inc.
         ("Borrower"),  NationsBank of Texas, N.A., as Administrative Agent (the
         "Administrative   Agent"),   Credit   Lyonnais  New  York  Branch,   as
         Documentation    Agent   (the    "Documentation    Agent"),    and   TD
         Securities(USA),  Inc., as Syndication Agent (the "Syndication Agent"),
         and the other Lenders party thereto (the "Credit Agreements")

Gentlemen:

         Capitalized  terms used herein but not defined,  shall have the meaning
ascribed   thereto  in  the  Credit   Agreements.   Borrower  has  informed  the
Administrative Agent that it seeks to make changes to certain Project Agreements
which were previously  distributed to the Lenders.  Pursuant to the terms of the
Credit Agreements,  the consent of the Majority Lenders is required with respect
to certain changes to the Completion Guaranty, draft dated January 27, 1998 (the
"Changes").  In addition,  certain  Restricted  Subsidiaries of Borrower seek to
enter into a Fiber Exchange Agreement,  the GCI Subordination  Agreement, the AU
Subordination  Agreement,  and General Contractor  Agreement as described on the
attached Exhibit A (the  "Additional  Agreements") and have requested that these
Additional  Agreements be permitted  under Section 7.09 of the Credit  Agreement
and that Schedule  1.01B  attached as Exhibit A supersede  and replace  Schedule
1.10B currently  attached to the Credit Agreement.  Finally,  the Administrative
Agent seeks to enter into a  Non-Disturbance  Agreement with Credit Lyonnais New
York  Branch,  as  Administrative  Agent  under the AUSP Credit  Agreement  (the
"Non-Disturbance Agreement").

         Lenders hereby (i) consent to the Changes,  (ii) confirm that the draft
of the Project Agreements described on Exhibit A shall be the drafts referred to
in the definition of "Project Agreements" in the Credit Agreements,  (iii) agree
that the  Additional  Agreements  shall be permitted  under  Section 7.09 of the
Credit  Agreement,  and Schedule 1.01B attached as Exhibit A shall supersede and
replace  Schedule 1.10B  currently  attached to the Credit  Agreement,  and (iv)
consent to the execution,  delivery, and performance by the Administrative Agent
of the  Additional  Agreements  to which it is a party  and the  Non-Disturbance
Agreement.

         By the Borrower's  acknowledgement and agreement herewith, the Borrower
hereby  represents and warrants that no Event of Default or Default exists.  The
Borrower  furthermore  acknowledges  that  nothing  in this  Consent  and  First
Amendment  (i)  shall  affect  the  Borrower's   obligations  under  the  Credit
Agreements  or the other Loan Papers  executed in  connection  therewith,  which
remain valid,  binding and enforceable,  except as amended hereby, or (ii) shall
constitute a waiver by the undersigned of any of its rights or remedies,  now or
at any time in the  future,  with  respect to any  requirement  under the Credit
Agreements  or the other Loan  Papers or with  respect to an Event of Default or
Default, occurring now or at any time in the future.

         This Consent and First  Amendment shall be a "Loan Paper" as defined in
the Credit Agreements.
<PAGE>
         This Consent and First Amendment may be executed in  counterparts  (and
by  different  parties  hereto on different  counterparts),  each of which shall
constitute an original but all of which when taken together  shall  constitute a
single  contract.  Delivery of an executed  signature  page to this  Consent and
First Amendment by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Consent and First Amendment.

         THIS  WRITTEN  CONSENT  AND FIRST  AMENDMENT  TOGETHER  WITH THE CREDIT
AGREEMENT AND THE LOAN PAPERS REPRESENT THE FINAL AGREEMENT  BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL ARGUMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN
THE PARTIES.

         Please  sign  in the  space  below  to  acknowledge  your  consent  and
agreement with the foregoing.

                                       NATIONSBANK    OF   TEXAS,    N.A.,    as
                                       Administrative Agent



                                       /s/
                                       By: Whitney L. Busse
                                       Its: Vice President


                                       CREDIT  LYONNAIS  NEW  YORK  BRANCH,   as
                                       Documentation Agent



                                       /s/
                                       By: Mark D. Thorsheim
                                       Its: Vice President


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



                                       /s/
                                       By: David G. Parker
                                       Its: Vice President
<PAGE>
Acknowledged and Agreed:

NATIONSBANK OF TEXAS, N.A.,
Individually, as a Lender




         /s/
         By:      Whitney L. Busse
         Its:     Vice President


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




         /s/
         By: Jimmy Simien
         Its: Vice President


CREDIT LYONNAIS NEW YORK BRANCH, Individually as a Lender



         /s/
         By: Mark D. Thorsheim
         Its: Vice President


COBANK, ACB, Individually as a Lender



         /s/
         By: John McFarlane
         Its: Vice President




         By: 
<PAGE>
         Its:        


                                                 
BANQUE PARIBAS, Individually as a Lender




         /s/
         By: Thomas Brandt
         Its: Vice President




         /s/
         By: David Pastre
         Its: Vice President


GENERAL ELECTRIC CAPITAL CORPORATION,
Individually as a Lender



         /s/
         By: William D. Strittmatter
         Its: Vice President


THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY, Individually as a Lender



         /s/
         By: T. Morgan Edwards II
         Its: Deputy General Manager


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



         /s/
         By: Sonia L. Isaacs
<PAGE>
         Its: Vice President

BANK OF HAWAII, Individually as a Lender




         /s/
         By: Elizabeth O. MacLean
         Its: Vice President


THE BANK OF NEW YORK, Individually as a Lender




         /s/
         By: Edward F. Ryan, Jr.
         Its: Senior Vice President


BANQUE NATIONALE DE PARIS, Individually as a Lender




         /s/
         By: Serge Desrayaud
         Its: Vice President




         /s/
         By: Marcus C. Jones
         Its: Vice President


CITY NATIONAL BANK, Individually as a Lender

<PAGE>


         /s/
         By: Rod P. Bollins
         Its: Vice President

FIRST NATIONAL BANK OF MARYLAND, Individually
as a Lender




         /s/
         By: Christoper L. Smith
         Its: Vice President


FLEET NATIONAL BANK, Individually as a Lender




         /s/
         By: Chris Swindell
         Its: Vice President


THE FUJI BANK, LIMITED, LOS ANGELES AGENCY,
Individually as a Lender




         /s/
         By: Masahito Fukuda
         Its: Joint General Manager


THE SUMITOMO BANK, LIMITED, Individually
as a Lender




         /s/
         By: Goro Hirai
         Its: Joint General Manager
<PAGE>
NATIONAL BANK OF ALASKA, Individually
as a Lender




         /s/
         By: Particia Jelley Benz
         Its: Vice President


GCI HOLDINGS, INC.




         /s/
         By: John M. Lowber
         Its: Secretary/Treasurer
<PAGE>
                                    EXHIBIT A

                                 SCHEDULE 1.01B

                  AUSP FINANCING AGREEMENTS; PROJECT AGREEMENTS


         Credit and  Security  Agreement  dated as of January  27,  1998,  among
Alaska United Fiber System Partnership as Borrower,  and the Lenders referred to
therein,   and  Credit  Lyonnais  New  York  Branch  as  Administrative   Agent,
NationsBank of Texas,  N.A. as Syndication Agent and TD Securities (USA) Inc. as
Documentation Agent.

         Completion  Guaranty  dated as of January 27,  1998,  by GCI  Holdings,
Inc., as Guarantor in favor of Credit Lyonnais New York Branch as Administrative
Agent for the Lenders referred to therein.

         Subordination  Agreement  dated as of January 27,  1998,  among  Alaska
United Fiber System  Partnership,  GCI Holdings,  Inc., GCI Transport Co., Inc.,
and Credit  Lyonnais  New York  Branch as  Administrative  Agent for the Lenders
referred to therein.

         Operation  and  Maintenance  Contract  dated as of  January  27,  1998,
between Alaska United Fiber System Partnership and GCI Communication Corp.

         Depositary  Agreement  dated as of January  27,  1998,  between  Alaska
United  Fiber  System  Partnership  and  Credit  Lyonnais  New  York  Branch  as
Administrative Agent for the Lenders referred to therein.

         Intercompany Notes by Alaska United Fiber System Partnership to the GCI
Holdings, Inc.

         Lease Agreement dated as of January 27, 1998, between GCI Communication
Corp. as Lessee, and Alaska United Fiber System Partnership as Lessor.

         Lease  Guaranty  Agreement  dated as of  January  27,  1998,  among GCI
Holdings,  Inc., Alaska United Fiber System  Partnership and Credit Lyonnais New
York Branch as Administrative Agent.

         Operating Keep Well Agreement  dated as of January 27, 1998,  among GCI
Holdings, Inc., Alaska United Fiber System Partnership,  and Credit Lyonnais New
York Branch as Administrative Agent.

         Subordination  Agreement dated as of January 27, 1998, among GCI Cable,
Inc., Credit Lyonnais New York Branch,  as  Administrative  Agent under the AUSP
Credit Agreement, and NationsBank of Texas, N.A., as Administrative Agent.
<PAGE>
         Subordination  Agreement  dated as of January 27,  1998,  among  Alaska
United  Fiber  System   Partnership,   Credit  Lyonnais  New  York  Branch,   as
Administrative Agent under the AUSP Credit Agreement,  and NationsBank of Texas,
N.A., as Administrative Agent.