THIRD AMENDMENT TO $50,000,000 AMENDED
AND RESTATED CREDIT AGREEMENT
THIRD AMENDMENT TO $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of the 13th day of April, 1999 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., dba Bank of America, National
Association, 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 $50,000,000 Amended and
Restated Credit Agreement, dated November 14, 1997, as amended by that certain Consent and First
Amendment, dated January 27, 1998 and by that certain Second Amendment to Amended and Restated Credit
Agreement dated as of July 3, 1998 (as amended and as further amended, restated or otherwise modified from
time to time, the "Credit Agreement") and a $200,000,000 Amended and Restated Credit Agreement, dated as
of November 14, 1997 (as amended by that certain Consent and First Amendment, dated January 27, 1998 and
that certain Second Amendment to Amended and Restated Credit Agreement dated as of July 3, 1998 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 define