SECOND AMENDMENT TO $200,000,000 AMENDED
                          AND RESTATED CREDIT AGREEMENT

         SECOND AMENDMENT TO $200,000,000  AMENDED AND RESTATED CREDIT AGREEMENT
(this  "Amendment")  is dated as of the 3rd day of July,  1998 and entered  into
among GCI HOLDINGS,  INC.,  an Alaskan  corporation  (herein,  together with its
successors and assigns,  called the "Borrower"),  the Lenders (as defined in the
Credit Agreement as defined below),  NATIONSBANK,  N.A.  (successor by merger to
NationsBank of Texas, N.A.), a national banking  association,  as Administrative
Agent for itself and the Lenders (the "Administrative  Agent"),  CREDIT LYONNAIS
NEW YORK  BRANCH,  as  Documentation  Agent and TD  SECURITIES  (USA),  INC.  as
Syndication Agent.

                                   WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into a $200,000,000  Amended and Restated Credit  Agreement,  dated November 14,
1997, as amended by that certain Consent and First Amendment,  dated January 27,
1998 (as amended and as further  amended,  restated or otherwise  modified  from
time to time,  the "Credit  Agreement")  and a $50,000,000  Amended and Restated
Credit  Agreement,  dated as of November  14,  1997 (as amended by that  certain
Consent and First  Amendment,  dated  January 27, 1998 and that  certain  Second
Amendment to Amended and Restated  Credit  Agreement dated as of the date hereof
and as further  amended,  restated or otherwise  modified from time to time, the
"Revolver/Term Credit Agreement");

         WHEREAS,  the Borrower has requested that, among other things,  certain
financial covenants of the Credit Agreement be amended;

         WHEREAS,  the Lenders,  the Administrative  Agent and the Borrower have
agreed to modify the Credit  Agreement  upon the terms and  conditions set forth
below;

         NOW, THEREFORE,  for valuable  consideration hereby  acknowledged,  the
Borrower, the Lenders and the Administrative Agent agree as follows:

         SECTION 1.  Definitions.

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

         (b)  Definition of Operating  Cash Flow.  The  definition of "Operating
Cash Flow" in Article I of the Credit  Agreement  is amended and restated in its
entirety as follows:


                                      -1-
<PAGE>
                  "Operating  Cash  Flow"  means,   for  the  Borrower  and  the
         Restricted Subsidiaries,  for any period, determined in accordance with
         GAAP,  the  consolidated  net income  (loss) for such period taken as a
         single accounting  period,  excluding  extraordinary  gains and losses,
         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,  (b)  amortization  expense  and other  non-cash
         charges  reducing  income,  (c) Net Total  Interest  Expense,  (d) cash
         income tax expense for the Borrower and  Restricted  Subsidiaries,  (e)
         deferred  income Taxes for the Borrower  and  Restricted  Subsidiaries,
         plus (f) for the fiscal  quarter in which the  Borrower  purchases  the
         transponders  pursuant to that certain  Transponder  Purchase Agreement
         for Galaxy X, dated August 24, 1995, among GCI Communication  Corp. and
         Hughes  Communications  Galaxy,  Inc., now held by PanAmSat  Corp.,  as
         assignee, and that certain Transponder Service Agreement,  dated August
         24, 1995, among General  Communication Corp. and Hughes  Communications
         Satellite  Services,  Inc. (the "Galaxy X  Transponders"),  now held by
         PanAmSat Corp., as assignee,  the annualized amount of economic savings
         of the Borrower  resulting from the Borrower's  direct purchase of such
         Galaxy X  Transponders  instead of leasing  such Galaxy X  Transponders
         from GCI  Satellite  Co.,  Inc.  and  leasing  transponders  from other
         providers;  provided,  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.

         (c) Addition of  definition  of "Year 2000  Compliant" . The  following
definition  of "Year 2000  Compliant"  shall be added in  alphabetical  order to
Article I of the Credit Agreement:

                  "Year 2000 Compliant"  means,  with respect to a Person,  that
         all computer  hardware  and software  that are material to the business
         and operations of such Person will on a timely basis be able to perform
         properly  date-sensitive  functions  for all  dates  before  and  after
         January 1, 2000, including functions with respect to any leap year.

         SECTION 2. Addition of Section 5.19.  The following  Section 5.19 shall
be added to the end of Article V of the Credit Agreement:

                  5.19     Year 2000 Compliance.

                  (a) The  Borrower  has (i)  undertaken  a detailed  review and
         assessment of all areas within its business and  operations  that could
         be  adversely  affected by the "Year 2000  Problem"  (that is, the risk
         that computer  hardware and software used by the Borrower may be unable
         to recognize and perform properly  date-sensitive  functions  involving
         certain dates prior to and any date after December 31, 1999  (including
         recognizing and performing  properly  date-sensitive  functions in leap
         years)),  (ii)  developed  a  detailed  plan,  timeline  and budget for
         addressing the Year 2000 Problem on a timely basis,  and (iii) to date,
         implemented that plan in 



                                      -2-
<PAGE>
         accordance  with that timetable and budget.  The aggregate costs to and
         charges by the Borrower related to the Year 2000 Problem and being Year
         2000  Compliant  shall not  exceed an amount  which  could  result in a
         Material Adverse Change.

                  (b) The  Borrower is in the process of making  inquiry of each
         of its key  suppliers,  vendors and customers as to whether such Person
         will on a timely basis be Year 2000 Compliant in all material respects.
         "Key  suppliers,  vendors  and  customers"  refers to those  suppliers,
         vendors and  customers of the  Borrower  the business  failure of which
         could result in a Material Adverse Change.

         SECTION 3. Addition of Section 6.17.  The following  Section 6.17 shall
be added to the end of Article VI of the Credit Agreement:

                  6.17 Year 2000  Compliance.  The Borrower will promptly notify
         the  Administrative  Agent  in the  event  the  Borrower  discovers  or
         determines  that  any  computer  application  (including  those  of its
         suppliers  and  vendors)  that  is  material  to  its  or  any  of  its
         Subsidiaries'  business and operations  will not be Year 2000 Compliant
         on a timely basis,  except to the extent that such failure could not be
         reasonably expected to cause a Material Adverse Change.

         SECTION 4. Amendment to Section 7.01(a). Section 7.01(a) in Article VII
of the Credit  Agreement  is amended  and  restated  in its  entirety to read as
follows:


         (a) Total  Leverage  Ratio.  At all times during the term  hereof,  the
Total Leverage Ratio shall not be greater during the following time periods than
the ratio set forth opposite such time periods:

                      Time Period                             Maximum Ratio
                      -----------                             -------------
                  From the Closing Date
                  through December 31, 1998                   7.00 to 1.00

                  January 1, 1999 through
                  March 31,1999                               6.50 to 1.00

                  April 1, 1999 through
                  December 31, 1999                           6.00 to 1.00

                  January 1, 2000
                  and thereafter                              5.50 to 1.00

         SECTION 5. Amendment to Section 7.01(e). Section 7.01(e) in Article VII
of the Credit Agreement is amended and restated in its entirety as follows:


                                      -3-
<PAGE>
                  (e) Fixed Charges Coverage Ratio.  Commencing January 1, 2001,
         and at all times thereafter  during the term hereof,  the Fixed Charges
         Coverage Ratio shall not be less during the following time periods than
         the ratio set forth opposite such time periods:

                Time Period                                  Minimum Ratio
                -----------                                  -------------
         From January 1, 2001 through
         March 31, 2003                                      1.00 to 1.00

         April 1, 2003 and thereafter                        1.05 to 1.00

         SECTION 6. Amendment to Section 7.01(f). Section 7.01(f) in Article VII
of the Credit Agreement is amended and restated in its entirety as follows:

                  (f) Capital Expenditures.  Capital Expenditures (not including
         any Galaxy X  Transponder  (as defined in the  definition  of Operating
         Cash  Flow)  purchases)  paid  or  incurred  by the  Borrower  and  the
         Restricted  Subsidiaries  shall  not  exceed,  in  the  aggregate,  the
         following amounts during the following years, provided that, any unused
         portion for any such year may be used during the following  fiscal year
         only (but not thereafter):

                  Fiscal Year                                    Maximum Amount
                  -----------                                    --------------
                  1998                                           $90,000,000
                  1999                                           $80,000,000
                  2000                                           $90,000,000
                  2001 and thereafter                            Not Applicable

         SECTION 7.  Amendment to Section  7.10.  Section 7.10 in Article VII of
the Credit  Agreement is amended by deleting the "and" before  subparagraph  (h)
thereof,  removing the period at then of such Section 7.10 and  substituting  ",
and" for such  period,  and adding  the  following  subparagraph  (i) at the end
thereof:

         (i) so long as (A) there is no Default or Event of Default  both before
         and after giving effect to such Investment or acquisition,  (B) for any
         such  acquisition  or  Investment  by the Borrower for which payment is
         made by issuance of Capital  Stock of the  Borrower  for 95% or more of
         the purchase price,  such acquisition or Investment must be in a Person
         that has four full fiscal quarters  historical  positive cash flow, (C)
         if the Capital Stock or assets to be acquired are in a related business
         in which the Borrower is not  currently  in, the Borrower  provides the
         Lenders with pro forma projections for such related  business,  (D) all
         such  Investments  and  acquisitions  are in  existing  markets  of the
         Borrower and its Restricted  Subsidiaries,  and (E) all such assets and


                                      -4-
<PAGE>
         Properties,  including Capital Stock,  purchased by the Borrower or any
         Restricted  Subsidiary of the  Borrower,  shall be subject to first and
         prior  perfected  Liens  (except for  Permitted  Liens) in favor of the
         Administrative  Agent and the Lenders  securing the Obligations in form
         and  substance  substantially  identical  to  the  existing  collateral
         documentation,  Investments of Capital Stock or  acquisitions of assets
         of Persons  engaged in the  Borrower's  existing  lines of  business or
         businesses related thereto not in excess of $5,000,000 in the aggregate
         for the cash portion for all such Investments or acquisitions, provided
         that,   such  $5,000,000  cash  portion  amount  may  be  increased  to
         $20,000,000 in the aggregate,  if the Total Leverage Ratio is less than
         5.00 to 1.00 both before and after giving effect to any such Investment
         or acquisition.

         SECTION 8.  Amendment to Section 8.01.  Section 8.01 in Article VIII of
the Credit  Agreement is amended by deleting the "or" before  subparagraph  (w),
deleting  the  period at the end of  subparagraph  (w) and  substituting  ", or"
instead, and adding the following subparagraph (x):

                  (x)      The Borrower shall fail to be Year 2000 Compliant.

         SECTION 9. Replacement of Schedule 1.01B.  Schedule 1.01B to the Credit
Agreement  shall be deleted in its entirety and Schedule  1.01B attached to this
Second Amendment shall be substituted in its stead.

         SECTION 10.  Conditions  Precedent.  This Second Amendment shall not be
effective  until the  Administrative  Agent  shall have  determined  in its sole
discretion  that all  proceedings of the Borrower taken in connection  with this
Second Amendment and the transactions  contemplated hereby shall be satisfactory
in form and substance to the Administrative Agent and the Borrower has satisfied
the following conditions:

                  (a) the Borrower  shall have  delivered to the  Administrative
         Agent  a loan  certificate  of the  Borrower  certifying  (i) as to the
         accuracy of its  representations  and warranties set forth in Article V
         of the Credit  Agreement,  as amended by this Second  Amendment and the
         other  Loan  Papers,  (ii) that  there  exists no  Default  or Event of
         Default,  and the  execution,  delivery and  performance of this Second
         Amendment  will not cause a Default  or Event of  Default,  (iii) as to
         resolutions  authorizing  the Borrower to execute,  deliver and perform
         this  Second  Amendment  and all Loan  Papers and other  documents  and
         instruments  delivered  or  executed  in  connection  with this  Second
         Amendment, (iv) that it has complied with all agreements and conditions
         to be complied  with by it under the Credit  Agreement,  the other Loan
         Papers and this Second Amendment by the date hereof and (v) that it has
         received  all  consents,   amendments  and  waivers  from  all  Persons
         necessary or required,  if any, to (A) enter into this Amendment or (B)
         effectuate  the  amendments   set  forth  above,   including,   without
         limitation, under the Indenture and related documentation and under the
         AUSP Credit Agreement and related documentation;


                                      -5-
<PAGE>
                  (b) the Borrower  shall have  delivered to the  Administrative
         Agent and Lenders  legal  opinions from counsel to the Borrower and its
         Restricted  Subsidiaries regarding this Second Amendment and such other
         matters as reasonably requested by Special Counsel, including,  without
         limitation,  opinions regarding the waivers, consents and amendments in
         connection  with the  Indenture  and  AUSP  Credit  Agreement,  and the
         related agreements; and

                  (c) the Borrower shall have  delivered  such other  documents,
         instruments,  and certificates,  in form and substance  satisfactory to
         the  Administrative  Agent,  as the  Administrative  Agent  shall  deem
         necessary or appropriate in connection  with this Second  Amendment and
         the transactions contemplated hereby.

         SECTION 11. Representations and Warranties. The Borrower represents and
warrants  to the  Lenders  and the  Administrative  Agent  that (a) this  Second
Amendment  constitutes its legal, valid, and binding obligation,  enforceable in
accordance  with the terms hereof  (subject as to enforcement of remedies to any
applicable bankruptcy,  reorganization,  moratorium, or other laws or principles
of equity affecting the enforcement of creditors' rights  generally),  (b) there
exists no  Default  or Event of  Default  under the  Credit  Agreement,  (c) its
representations  and warranties set forth in the Credit Agreement and other Loan
Papers are true and correct on the date  hereof,  (d) it has  complied  with all
agreements and  conditions to be complied with by it under the Credit  Agreement
and the other Loan Papers by the date hereof,  and (e) the Credit Agreement,  as
amended hereby, and the other Loan Papers remain in full force and effect.

         SECTION  12.  Covenants.  The  Borrower  covenants  that  prior  to  or
simultaneous  with any purchase of any Galaxy X  Transponder  (as defined in the
definition of Operating Cash Flow) by the Borrower or any Restricted  Subsidiary
of the Borrower,  the Borrower shall have delivered to the Administrative  Agent
all  agreements,  documents,  certificates  and  information  requested  by  the
Administrative  Agent to effectively grant the Administrative Agent on behalf of
Lenders  a  first  and  prior  Lien  and  security  interest  in  the  Galaxy  X
Transponders  owned  and to be  owned  by the  Borrower  and/or  its  Restricted
Subsidiaries.

         SECTION 13. Entire  Agreement;  Ratification.  THE CREDIT AGREEMENT AND
THE LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES.  THERE ARE NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE PARTIES.
EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT AGREEMENT,  THE OTHER LOAN
PAPERS AND ALL OTHER DOCUMENTS AND AGREEMENTS  EXECUTED IN CONNECTION  THEREWITH
SHALL CONTINUE IN FULL FORCE AND EFFECT.

         SECTION 14. Counterparts.  This Second Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce or
account for any  counterpart  other than one signed by the party  against  which
enforcement is sought.


                                      -6-
<PAGE>
         SECTION 15.  GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS.

         SECTION 16. CONSENT TO  JURISDICTION.  THE BORROWER HEREBY  IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE  JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS
STATE  COURT  SITTING IN DALLAS IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO ANY LOAN PAPERS AND THE BORROWER  IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER  HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE  AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER  JURISDICTION.  ANY JUDICIAL  PROCEEDING BY THE BORROWER
AGAINST  THE  ADMINISTRATIVE  AGENT  OR  ANY  LENDER  OR  ANY  AFFILIATE  OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN PAPER SHALL BE
BROUGHT ONLY IN A COURT IN DALLAS, TEXAS.

         SECTION 17.  WAIVER OF JURY TRIAL.  THE  BORROWER,  THE  ADMINISTRATIVE
AGENT AND EACH LENDER  HEREBY  WAIVES TRIAL BY JURY IN ANY  JUDICIAL  PROCEEDING
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED WITH
ANY LOAN PAPER OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


================================================================================

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



                                      -7-
<PAGE>
         IN WITNESS  WHEREOF,  this Second  Amendment  to Amended  and  Restated
Credit Agreement is executed as of the date first set forth above.

                                       GCI HOLDINGS, INC.


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



                                       NATIONSBANK, N.A. (successor by merger to
                                       NationsBank of Texas, N.A.), Individually
                                       as a Lender and as Administrative Agent


                                       /s/
                                       By: Whitney Busse
                                       Its: Vice President



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


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



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


                                       /s/
                                       By:
                                       Its:






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



                                      -8-
<PAGE>
                                       /s/
                                       By: Debbie A. Greene
                                       Its: Vice President


                                       COBANK, ACB, Individually as a Lender


                                       /s/
                                       By: Teresa L. Fountain
                                       Its: Assistant Corporate Secretary


                                       By:
                                       Its:



                                       BANQUE PARIBAS, Individually as a Lender


                                       /s/
                                       By: Thomas Brandt
                                       Its: Director


                                       /s/
                                       By: Parlynn Ernst
                                       Its: Asst. Vice President


                                       GENERAL  ELECTRIC  CAPITAL   CORPORATION,
                                       Individually as a Lender


                                       /s/
                                       By: Edward Smith Christie
                                       Its: Manager-Operations






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


                                      -9-
<PAGE>
                                       /s/
                                       By: Noboru Akahane
                                       Its: Deputy General Manager



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



                                       /s/
                                       By: Sonia L. Isaacs
                                       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: Gerry Granovsky
                                       Its: Vice President






                                       BANQUE  NATIONALE DE PARIS,  Individually
                                       as a Lender


                                      -10-
<PAGE>
                                       /s/
                                       By: Serge Desrayaud
                                       Its: Vice President


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



                                       CITY  NATIONAL  BANK,  Individually  as a
                                       Lender



                                       /s/
                                       By: Rod Bollins
                                       Its: Vice President



                                       FIRST    NATIONAL   BANK   OF   MARYLAND,
                                       Individually as a Lender



                                       /s/
                                       By: Christopher 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

                                      -11-
<PAGE>
                                       THE SUMITOMO BANK, LIMITED,  Individually
                                       as a Lender


                                       /s/
                                       By: John C. Kissinger
                                       Its: Joint General Manager



                                       NATIONAL BANK OF ALASKA,  Individually as
                                       a Lender


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


                                      -12-
<PAGE>
                                 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.

         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.


                                      -13-