AMENDMENT NO. 3, (this "Amendment") dated as of November 17, 2004 to the Credit, Guaranty, Security
and Pledge Agreement dated as of October 30, 2003 (as amended, the "Credit Agreement") among GCI
HOLDINGS, INC., an Alaska corporation (the "Borrower"), the guarantors referred to therein (the
"Guarantors"), the lenders referred to therein (the "Lenders"), CALYON NEW YORK BRANCH, as
administrative agent for the Lenders, issuing bank, co-bookrunner and co-arranger (the "Administrative Agent"),
GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent, co-arranger and co-
bookrunner and CIT LENDING SERVICES CORPORATION, as syndication agent.
All capitalized terms not otherwise defined in this Amendment are used herein as defined in the Credit
The Borrower has requested that the Credit Agreement be amended to modify certain provisions thereof as
hereinafter set forth.
SECTION 1. Amendment to the Credit Agreement. Subject to the provisions of Section 2 hereof, the Credit
Agreement is hereby amended, effective on the Amendment No. 3 Effective Date (such term being used herein as
defined in Section 2 hereof), as follows:
(a) The following new definition is hereby added to Article 1 of the Credit Agreement:
"'2004B Senior Notes' means notes to be issued to investors in a public offering or private placement by GCI or
GCII on or after November 1, 2004 in a principal amount not to exceed $100,000,000 in the aggregate with a
maturity date no earlier than the maturity of the 2004 Senior Notes and with all other terms (except for interest
rate) substantially the same as the 2004 Senior Notes."
(b) The definition of "Indenture" appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:
" `Indenture' means the one or more trust indentures pursuant to which the Senior Notes are issued, as the same
may be amended, restated or otherwise modified, renewed or replaced pursuant to the terms hereof and ther