EXHIBIT 10.83 CREDIT LYONAIS NY

CREDIT LYONNAIS NEW YORK BRANCH
NATIONSBANK OF TEXAS, N.A.
TD SECURITIES (USA) INC.



as of July 3, 1997




General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503-2781

Attention: John M. Lowber
Senior Vice President & Chief Financial Officer


Dear Sirs:

You have advised us that General Communication, Inc. ("GCI") proposes
to form a partnership to be known as the Alaska United Partnership (the
"Borrower"), whose purpose will be the construction, ownership and operation of
an undersea fiber optic telecommunications cable connecting Fairbanks, Anchorage
and Juneau, Alaska to the lower 48 states (the "Project"). You have also advised
us that in order to finance the Project, the Borrower, which initially will be a
wholly owned subsidiary of GCI, will require a construction and term loan
facility in the amount of $75 million (the "Facility").

We are pleased to advise you of the commitments of (i) Credit Lyonnais
New York Branch ("Credit Lyonnais") to act as Administrative Agent for the
Facility, (ii) NationsBank of Texas, N.A. ("NationsBank") to act as Syndication
Agent for the Facility, (iii) TD Securities (USA) Inc. ("Toronto Dominion") to
act as Documentation Agent for the Facility, and (iv) Credit Lyonnais,
NationsBank and Toronto Dominion (collectively, the "Banks") to each provide $25
million of the Facility (i.e. $75 million in the aggregate), subject to the
terms and conditions set forth or referred to herein and in the Summary of Terms
and Conditions attached hereto as Exhibit A (the "Term Sheet").

The Banks will manage and structure the Facility and arrange for the
syndication of the Facility. You agree to actively assist the Banks in achieving
a syndication (which may be



completed before or after execution of the definitive documentation in respect
of the Facility) which is satisfactory to the Banks. This will be accomplished
by a variety of means, including (i) direct contact during the syndication
between you, your officers and representatives and the proposed syndicate
lenders, (ii) if deemed necessary by the Banks, your active participation in the
preparation of a syndication book satisfactory to the Banks and (iii) if deemed
necessary by the Banks, participation in one or more bank meetings. To assist
the Banks in the syndication efforts, you agree promptly to provide, and to
cause your advisors to provide, the Banks and the proposed syndicate lenders
upon request with all information deemed reasonably necessary by the Banks to
successfully complete the syndication, including but not limited to, all
information, projections and valuations prepared by you or your advisors, or
prepared on your or their behalf relating to the Borrower, the Project or the
transactions described herein. The parties hereto hereby agree that the
syndication of the Facility will not occur until after completion of the
syndication of the new bank credit facility for GCI Holdings, Inc. In addition,
you hereby agree that in the event syndication is completed after the execution
of the definitive documentation in respect of the Facility, you shall negotiate
in good faith, execute and deliver such amendments to the definitive
documentation as a lender may reasonably request.

It is understood and agreed that Credit Lyonnais as Administrative
Agent, NationsBank as Syndication Agent, and Toronto Dominion as Documentation
Agent, will be the only agents for the Facility and that no additional agents or
co-agents will be appointed unless agreed to by the Banks. You also agree that
to the extent any syndication prior to execution of definitive loan
documentation results in commitments in excess of the full amount of the
Facility, the Banks may reduce their commitments accordingly. It is understood
and agreed that the Banks will manage all aspects of the syndication, including
decisions as to when the Banks shall approach the proposed syndicate lenders and
when the Banks shall accept their commitments, and further including any naming
rights, lender selection and the final allocations of the commitments among the
syndicate lenders. It is understood that no proposed syndicate lender in the
Facility will receive compensation from the Borrower or its affiliates outside
of the terms contained herein in order to obtain its commitment to participate
in this financing.

No Bank shall be responsible for the failure of any other Bank to
honor its commitment set forth herein, nor shall the commitment of any Bank be
increased as a result of the failure of any such other Bank to honor its
commitment; PROVIDED that such failure (i) shall relieve the non-defaulting
Banks of all obligations with respect to the Facility, unless the non-defaulting
Banks shall in their sole discretion agree otherwise in writing following any
such default and (ii) shall not relieve the defaulting Bank of any of its
obligations with respect to its commitment for the Facility.

As consideration for the Banks' commitments hereunder and agreements
to manage, structure and syndicate the Facility and for their work in connection
with the Facility, you hereby agree to pay to each of the Banks (i) an upfront
fee of 1-1/8% of such Bank's commitment hereunder (i.e. an upfront fee of
$281,500 to each Bank), payable upon the execution of the definitive credit
agreement in respect of the Facility and (ii) the fees and other


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consideration specified in the Term Sheet. In addition, you hereby agree to pay
to Credit Lyonnais the fees and other consideration specified in that certain
separate letter agreement dated the date hereof between Credit Lyonnais on the
one hand, and you on the other hand, concerning fees relating to the transaction
contemplated hereby (the "Fee Letter"). The fees and other consideration
specified in the Fee Letter shall be payable as set forth in the Fee Letter.
All of the fees and other consideration specified in this paragraph shall be
paid in immediately available funds, and once paid, shall not be refundable
under any circumstances.

The effectiveness of this letter agreement is subject to each of the
Banks executing this letter agreement or a counterpart hereof.

The Banks' commitments hereunder are subject to the negotiation,
execution and delivery of definitive documentation with respect to the Facility
in form and substance satisfactory to each of them and the other syndicate
lenders. The Banks' commitments hereunder are also subject to (x) there not
having occurred and continuing to exist (and there being no likelihood, in the
good faith judgment of the Banks, of the occurrence of) a material disruption or
a material adverse change in the financial or capital markets and (y) a material
adverse change not having occurred in the business, assets, property, condition,
financial or otherwise, or prospects of GCI or the Borrower. The terms and
conditions of the Banks' commitments hereunder and of the Facility are not
limited to the terms and conditions set forth herein and in the Term Sheet (such
additional terms and conditions to be in the nature of elaboration in
documentation and consistent with transactions of this type). Those matters
which are not covered by or made clear under the provisions hereof and of the
Term Sheet are subject to the mutual approval and agreement of the Banks and the
Borrower (it being understood that any terms and conditions reflecting such
matters shall not be inconsistent with the terms and conditions set forth herein
and in the Term Sheet).

Each of the Banks has reviewed certain information about GCI, the
Borrower and the Project which you have furnished to us. You agree promptly to
provide each of the Banks upon request with all additional information deemed
necessary by any of them, including but not limited to information prepared by
you or your advisors, or prepared on your or their behalf. If the Banks'
continuing review of materials about GCI, the Borrower and the Project discloses
information, or the Banks otherwise discover information not previously
disclosed to them, or any information previously disclosed to the Banks proves
to contain inaccuracies, any of which any of the Banks believes has a materially
adverse impact on its previous assessment of GCI, the Borrower or the Project,
or the financial condition, operations, assets and prospects of GCI, the
Borrower or the Project, or presents material tax or litigation exposure to GCI
or the Borrower, then any of the Banks may, in its sole discretion, suggest
alternative financing amounts or structures that ensure adequate protection for
the Banks and the other syndicate lenders or withdraw its commitment hereunder.

You hereby represent and covenant that, to the best of your knowledge,
(a) all written information and data (excluding financial projections)
concerning GCI, the Borrower and


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the Project (the "Information"), which has been or is hereafter made available
to the Banks by you or on your behalf will be complete and correct in all
material respects and will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
contained therein not misleading in light of the circumstances under which such
statements are made and (b) all financial projections concerning GCI, the
Borrower and the Project (the "Projections"), which are made available to the
Banks by you or on your behalf will, unless otherwise disclosed, be prepared in
good faith based upon assumptions believed by management to be reasonable. If,
subsequent to making any Information or Projections available to us, you become
aware of any facts which would cause the foregoing representation to no longer
be true, you will promptly so notify us. In extending their commitments
relating to the Facility and arranging, structuring and working with you to
syndicate the Facility, the Banks will be using and relying on the Information
and Projections without independent verification thereof.

By executing this letter agreement, you agree (i) to indemnify and
hold harmless each of the Banks and the other syndicate lenders and their
respective officers, directors, employees, agents and controlling persons from
and against any and all losses, claims, damages and liabilities to which any
such person may become subject arising out of or in connection with this letter
agreement, the Facility or the loans, the use of any proceeds of the loans, or
any related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing or the security given for the loans or
otherwise concerning the Borrower or the Project, whether or not any of such
indemnified parties is a party thereto, and to reimburse each of such
indemnified parties upon demand for any legal or other expenses incurred in
connection with investigating or defending any of the foregoing; PROVIDED that
the foregoing indemnification will not, as to any indemnified party, apply to
losses, claims, damages, liabilities or expenses to the extent arising from the
willful misconduct or gross negligence of such indemnified party; and (ii) to
reimburse Credit Lyonnais from time to time upon demand for all reasonable
out-of-pocket expenses (including expenses of Credit Lyonnais' due diligence
investigation, syndication expenses and fees and disbursements of counsel and
outside consultants) incurred in connection with the Facility and the
preparation of this letter agreement, the Term Sheet, the definitive
documentation for the Facility and the security arrangements in connection
therewith. The provisions contained in this paragraph shall remain in full
force and effect whether or not definitive financing documentation shall be
executed and delivered and notwithstanding the termination of this letter
agreement or the commitments hereunder.

The foregoing agreement shall be in addition to any rights that any
Bank or any other indemnified party may have at common law or otherwise,
including, but not limited to, any right to contribution.

If for any reason the foregoing indemnification is unavailable to any
party or insufficient to hold it harmless as and to the extent contemplated by
the preceding paragraphs, then you shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage,
liability or expense in such proportion as is appropriate to reflect the
relative benefits received by you, on the one hand, and each of the Banks, the
other indemnified parties and any other applicable indemnified party, as the
case may be, on the other hand, and also the relative fault of you and each of
the Banks, the other indemnified


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parties and any other applicable indemnified party, as the case may be, as well
as any other relevant equitable considerations.

You agree that this letter agreement is for your confidential use only
and will not be disclosed by you to any person other than your attorneys,
accountants, tax consultants and other advisors and as required by law or as
compelled by legal process (and then only after giving the Banks prior notice)
and on a confidential basis, except that, following your acceptance and return
hereof and of the Fee Letter, you may make public disclosure of the existence
and amount of the Banks' commitments and undertakings hereunder and may file a
copy of this letter agreement in any public record in which it is required by
law to be filed and may make such other public disclosures of the terms and
conditions hereof as are required by law.

This letter agreement shall not be assignable by you without the prior
written consent of the Banks, and may not be amended or any provision hereof
waived or modified except by an instrument in writing signed by you and each of
the Banks.

In the event that the definitive documentation relating to the
Facility has not been executed on or before August 31, 1997, then this letter
agreement and the commitments contained herein shall terminate, unless the Banks
shall, in their sole discretion, agree to an extension; provided that nothing
herein shall limit any of your rights with respect to a breach by any Bank of
its commitment contained herein. Notwithstanding the foregoing, the
reimbursement and indemnification provisions hereof shall survive any
termination hereof.

THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This letter agreement may be executed in any number of counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute one and the same instrument.

Please indicate your acceptance of the terms hereof by signing in the
appropriate space below and returning to Credit Lyonnais the enclosed duplicate
original of this letter agreement and an accepted copy of the Fee Letter by
12:00 noon New York City time on July 7, 1997, at which time the Banks'
commitments and other agreements hereunder will expire in the event that Credit
Lyonnais shall not have received both of the foregoing.

Each of the Banks is pleased to have been given the opportunity to
assist you in connection with the transactions contemplated herein.

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Very truly yours,

CREDIT LYONNAIS NEW YORK BRANCH


By_____________________________
Name:
Title:


NATIONSBANK OF TEXAS, N.A.


By_____________________________
Name:
Title:


TD SECURITIES (USA) INC.


By_____________________________
Name:
Title:


Accepted and agreed to
as of the date first
written above:


GENERAL COMMUNICATION, INC.



By__________________________
Name:
Title:



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EXHIBIT A

ALASKA UNITED LIMITED PARTNERSHIP
SUMMARY OF TERMS AND CONDITIONS


This Term Sheet is attached to and forms a part of that certain
Commitment Letter dated as of July 3, 1997 between General Communication, Inc.
on the one hand, and Credit Lyonnais New York Branch, NationsBank of Texas, N.A.
and TD Securities (USA) Inc., on the other hand.


PROJECT: Development, construction and operation of an undersea
fiber optic cable connecting Anchorage, Fairbanks and
Juneau, Alaska with the Continental United States.

SPONSOR: General Communication, Inc. ("GCI").

BORROWER: "Alaska United," a limited partnership formed for the
purpose of owning the Project.

CREDIT FACILITIES: A Construction and Term Loan Facility available for up
to ten (10) years from the Commencement Date, subject
to extension for a further two (2) years as set forth
below under Final Maturity Date. Periodic draws may be
made on the Credit Facilities until the Completion Date
(as defined below), after which any Construction Loans
outstanding are to be converted to a Term Loan of equal
amount. A final draw will be permitted on the
Completion Date for Project Costs incurred but not yet
due and payable, the proceeds of which will be held in
a segregated account pending disbursement. No further
draws will be permitted after the Completion Date.

COMMITMENT
AMOUNT: $75,000,000. The actual amount drawn under the Credit
Facilities shall be less than the Commitment Amount to
the extent costs paid by the Borrower to construct the
Project (the "Cost to Construct the Project") are less
than $125,000,000.

PURPOSE: To finance construction of the Project.

AGENT AND
ARRANGER: Credit Lyonnais New York Branch. Commitments under the
Credit Facilities shall be syndicated to institutions
hereinafter referred to as the


"Lenders".

CLOSING DATE: The date on which all Conditions Precedent to Closing
are satisfied.

COMMENCEMENT
DATE: The earlier of the date occurring 6 months from the
Closing Date and the date on which the first draw is
made on the Credit Facilities, subject to satisfaction
of all Conditions Precedent to Initial Draw.

COMPLETION DATE: The earlier of (1) the date on which Commercial
Operations (to be defined) have first been achieved and
(2) January 1, 1999.

CONVERSION DATE: The date five years from the Commencement Date.

FINAL MATURITY
DATE: The date ten (10) years from the Commencement Date, on
which the unpaid balance under the Credit Facilities
shall become due and payable; PROVIDED, HOWEVER, that
the Final Maturity Date will be extended to the date
twelve (12) years from the Commencement Date if at any
time between the second and fifth anniversaries of the
Commencement Date, the Borrower is able to demonstrate
to the satisfaction of all the Lenders that it meets
the following test (the "Coverage Test"), i.e. that
projected revenues to be received by the Borrower
solely from "Satisfactory Capacity Commitments" will be
sufficient to pay all of the Borrower's anticipated
expenditures through such extended Final Maturity Date,
including without limitation, all operating expenses,
interest and scheduled principal installments (based on
the extended amortization schedule), as and when due.
The foregoing determination shall take into account any
voluntary loan prepayments actually made prior to such
date of determination.

SATISFACTORY
CAPACITY
COMMITMENTS: "Satisfactory Capacity Commitments" shall mean (i)
binding contractual commitments for the sale or lease
of Project capacity to third parties rated investment
grade or better or otherwise satisfactory to all the
Lenders, pursuant to which fixed minimum payments are
required to be made on or before dates certain, and
(ii) the Lease Contract between the Borrower and GCI's
wholly owned second-tier subsidiary GCI Holdings, Inc.
("Holdings") as described below under "Project
Agreements".

AMORTIZATION: The outstanding principal balance under the Credit
Facilities shall be repaid in equal quarterly
installments beginning on the Conversion Date


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and continuing through the Final Maturity Date.

VOLUNTARY
PREPAYMENT: All or any portion of the outstanding loans may be
prepaid at any time in whole or in part at the
Borrower's option, subject to payment of breakage costs
for LIBOR Loans.

SPONSOR EQUITY: $50,000,000. All Sponsor Equity funds will be
contributed to and expended by the Borrower prior to
the disbursement of any proceeds from the Credit
Facilities.


PROJECT
AGREEMENTS: All agreements which pertain to the development,
construction, operation and/or maintenance of the
Project, including but not limited to:

1) The Lease Contract between the Borrower (as
lessor), GCI Communication Corporation (as lessee)
and Holdings (as guarantor of the lessee's
obligations) must be for a term of at least 11
years from the Completion Date, and provide for
annual rental payments to the Borrower of no less
than $3,900,000.

Events of default under the Lease Contract shall
include (i) failure to make any payment under the
Lease Contract within 30 days after its due date,
(ii) payment default or acceleration with respect
to other Indebtedness of the lessee or its parents
aggregating $15,000,000 or more, (iii) any merger
by Holdings with, or transfer of all or
substantially all its assets to, any person other
than one of its Restricted Subsidiaries, (iv)
incurrence of any indebtedness which results in
Senior Leverage at the time of such incurrence to
be in excess of 5 to 1 at any time on or before
December 31, 1999, or 3.75 to 1 at any time
thereafter, and (v) other customary provisions for
agreements of this type. "Senior Leverage" shall
mean the ratio of total debt of Holdings and its
Restricted Subsidiaries to their Consolidated
EBITDA.

The Lenders, as assignee of the Borrower, shall be
entitled to exercise all customary remedies upon
an event of default under the Lease Contract
including (i) the right to terminate the contract
and (ii) the right to require immediate payment of
an amount equal to the net present value of all
remaining lease payments.

2) The Operating Keep-Well Agreement of GCI Transport
Company, pursuant to which it shall be obligated
to pay or to make


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subordinated loans or capital contributions, as
they may elect, to the Borrower to pay (i) all the
Borrower's operating expenses, including interest
and principal, in order to avoid a payment default
by the Borrower under any agreement to which the
Borrower is a party (i.e. GCI Transport Company
may be required to make immediate payment of any
such amount which is not paid when due) (each a
"Type I Payment") and (ii) the entire amount, if
any, which remains unpaid under the Credit
Facilities at the Final Maturity Date or upon any
acceleration by reason of the occurrence of an
Event of Default (the "Type II Payment"). This
Agreement will contain a restriction on the
ability of GCI Transport Company to pay dividends
or otherwise transfer cash to Holdings or any
other Affiliate (except the Borrower), except as
contemplated under "Flow of Funds" below. This
Agreement shall become effective on the Closing
Date with mandatory payments to begin after the
Completion Date.

3) The Operating Keep-Well Agreement of Holdings,
which shall be identical to the Operating
Keep-Well Agreement of GCI Transport Company,
except that no Type I Payment will be required to
be made under this agreement unless GCI Transport
Company has failed to pay such amount within five
(5) days after demand for such payment pursuant to
its Operating Keep-Well Agreement, and no Type II
Payment will be required to be made by Holdings
under this agreement until the earlier of (i)
exhaustion of all remedies of the Lenders against
the stock of the Borrower and all of its assets,
demand for payment against GCI Transport Company
under its Operating Keep-Well Agreement and the
filing of a claim for payment against GCI
Transport Company under such Agreement or (ii)
repayment in full of Holdings' Bank Credit
Facility, unless otherwise agreed to by the
lenders under Holdings' Bank Credit Facility. All
payments by Holdings under its Operating Keep-Well
Agreement will be made as subordinated loans to
the Borrower and will be subject to the Restricted
Payment Limitation/Investment Baskets under the
terms of the indenture relating to the Senior
Notes due 2007 of GCI, Inc. (as described in the
Registration Statement filed May 29, 1997) and
Holdings' Bank Credit Facility, so long as any of
the obligations thereunder are not paid in full.

4) A fixed price, Turnkey Construction Contract
between the Borrower and Tyco SSI for construction
of at least the entire undersea portion of the
Project. The Turnkey Construction Contract will be
negotiated on terms and conditions satisfactory to



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the Agent, including provisions for payment of
damages for delay or non-performance; the amount
of the damages are to be per industry norms and
able to be confirmed by the Lenders' Independent
Engineer.

5) A Completion Guarantee by Holdings pursuant to
which it shall guarantee timely completion of
construction of the entire Project. The Completion
Guarantee will obligate Holdings (i) to advance
such funds (in excess of the Sponsor Equity
Commitment and advances under the Credit
Facilities) as may be necessary to pay all Project
Costs and (ii) to pay liquidated damages in
accordance with industry norms if the Project
fails to achieve Commercial Operations by January
1 ,1999. [ALL PAYMENTS BY HOLDINGS UNDER THE
COMPLETION GUARANTEE WILL BE MADE AS SUBORDINATED
LOANS TO THE BORROWER AND WILL BE SUBJECT TO THE
RESTRICTED PAYMENT LIMITATION/INVESTMENT BASKETS
UNDER THE TERMS OF THE INDENTURE RELATING TO THE
SENIOR NOTES DUE 2007 OF GCI, INC. (AS DESCRIBED
IN THE REGISTRATION STATEMENT FILED MAY 29, 1997)
AND HOLDINGS' BANK CREDIT FACILITY, SO LONG AS ANY
OF THE OBLIGATIONS THEREUNDER ARE NOT PAID IN
FULL.]

6) An Operation and Maintenance Contract between an
[OPERATING SUBSIDIARY OF THE SPONSOR] (the "O&M
Contractor"), which is capable of performing such
services and already engaged in similar
activities, and the Borrower pursuant to which the
O&M Contractor shall operate and maintain the
Project through the date on which final payment is
made on the Credit Facilities. This Contract is
effective on the Closing Date and may be enforced
at the Agent's reasonable discretion.

7) Any contract to which the Borrower is a party that
provides for aggregate payments of $1,000,000 or
more.

PRICING: MARGINS: LIBOR + 3.00%, Prime + 1.75%.

The LIBOR margin will be reduced to the extent that the
total debt of the Borrower is maintained at or below
certain levels, as indicated in the following table:


------------------------------------------
TOTAL DEBT OUTSTANDING LIBOR MARGIN
------------------------------------------

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$60 million or less 2.75%
------------------------------------------
40 million or less 2.50
------------------------------------------

The Prime Rate Margin will be proportionally adjusted
in each of the above cases.

COMMITMENT FEE: 0.375% p.a. on the undrawn portion of
the Credit Facilities.

OTHER FEES: As per separate Commitment Letter and Fee
Letter.

INTEREST RATE
HEDGING: The Borrower shall enter into interest rate hedging
arrangements satisfactory to the Agent on at least 50%
of its debt through the first five years of the Credit
Facilities if at any time the yield on the U.S.
Treasury bond maturing closest to December 31, 2002 is
150 basis points higher than the yield on the same bond
measured as of the Closing Date. Any of the Lenders
may provide such facilities.

SECURITY STRUCTURE
AND SECURITY
INTEREST: The Lenders shall be granted a perfected first priority
lien and security interest in all assets of the
Borrower, a direct assignment of the rights of the
Borrower under all Project Agreements, and a first
pledge of the shares or partnership interests of the
Borrower held by the Borrower's owners, including the
shares of the general partner, if any.

FUNDING AND
YIELD PROTECTION: The usual, including, without limitation, in respect of
prepayments, changes in capital adequacy and capital
requirements or their interpretation, illegality,
reserves without proration or offset and other similar
provisions typically found in credit facilities of this
type; except that the Borrower shall only pay breakage
costs resulting from prepayments.

CONDITIONS
PRECEDENT
TO CLOSING: The Closing Date shall be deemed to have occurred once
the Conditions Precedent to Closing have been met,
including but not limited to:

1) Completion of satisfactory due diligence by the
Agent, including a review of the Project's assets
and contracts, consultants' reports,


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proforma cash flow projections, major maintenance
budget, etc.;

2) Evidence satisfactory to the Agent that all
permits required for the construction, testing and
operation of the Project have been obtained or are
being applied for in a manner that will not hinder
the timely completion of the Project;

3) Delivery of the following: (i) a limited review,
performed by an independent consultant, of the
Alaskan communications market; (ii) a technical
feasibility study of the Project; and (iii) an
environmental study. Each of the above studies
must be satisfactory to the Agent;

4) Delivery of a construction budget listing all
costs ("Project Costs") budgeted to be incurred by
the Borrower in developing and building the
Project; the Agent acknowledges that costs of the
Anchorage to Fairbanks segment of the Project are
estimates only at this time;

5) No material adverse change shall have occurred in
the financial or legal status of the Sponsor;

6) Evidence satisfactory to the Agent of Sponsor's
ability to contribute Sponsor Equity as required;

7) Execution of Project Agreements and financing and
legal documentation satisfactory to the Agent and
the Borrower. This will also include, but not be
limited to, any subordination agreements for
permitted debt (as outlined in #2 of Covenants of
the Borrower) which are satisfactory to the Agent;

8) Others usual for facilities and transactions of
this type, such as, legal opinions, copies of
documents, receipt of lien searches and valid
security interests as contemplated hereby,
accuracy of representations and warranties,
absence of defaults, evidence of organization and
authority, and payment of fees.

ACCOUNTS: The following accounts shall be established with an
institution satisfactory to the Agent. The Lenders
shall maintain a first priority lien on these accounts
and shall receive regular reports of account activity.

1) A Construction Account into which shall be
deposited all draws on the Credit Facilities and
the Sponsor Equity and from which all


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budgeted and authorized Project Costs may be
withdrawn;

2) An Operating Account into which shall be deposited
all cash receipts of the Borrower and from which
withdrawals may be made by the Borrower according
to the Flow of Funds;

3) An Insurance Proceeds Account for the purpose of
segregating from other revenues the proceeds of
any insurance claims received by the Borrower.
All or a portion of such funds may be released to
the Operating Account at the Agent's reasoned
discretion.

CONDITIONS
PRECEDENT TO
DRAWS: From the Closing Date until the Completion Date, the
Borrower may draw on the Credit Facilities each month
to pay for budgeted Project Costs incurred during that
month subject to conditions that include, but are not
limited to, the following:

1) No default or Event of Default shall have occurred
within the terms of the Credit Facilities or any
Project Agreement;

2) Prior disbursement of all funds committed pursuant
to "Sponsor Equity," above;

3) Certification by the Lenders' Independent Engineer
that all Project Costs incurred to date are
reasonable, Substantial Completion and Final
Completion (as such terms will later be defined)
should be achieved by the dates required under
relevant agreements, and sufficient funds remain
funded and/or committed in order to pay all
remaining Project Costs;

4) No material adverse change shall have occurred in
the financial or legal status of the Borrower or
the Sponsor.

FLOW OF FUNDS: Withdrawals from the Operating Account shall be made by
the Borrower in the following order of priority,
subject to available funds:

1) Payment of budgeted and approved operating and
maintenance expenses;

2) Quarterly, interest and fees payable to the
Lenders under the terms of the Credit Facilities;

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3) Quarterly, payment of any scheduled amortization
payment then due to the Lenders under the terms of
the Credit Facilities;

4) The first $10,000,000 (determined on an aggregate
cumulative basis over the life of the Credit
Facilities) remaining after application to 1,2 and
3 above may be distributed by the Borrower if at
that time no default or event of default is then
continuing under the Credit Facilities and the
Borrower is able to demonstrate that it currently
meets the Coverage Test set forth above, such
amount to be distributed annually;

5) Quarterly, prepayment of up to the full amount
outstanding under the Credit Facilities; provided
however, that after the Conversion Date, up to 50%
of the amount remaining after application to 1,2,
3 and 4 above may be distributed by the Borrower
if at that time no default or event of default is
then continuing under the Credit Facilities and
the Borrower is able to demonstrate that it
currently meets the Coverage Test set forth above.

REPRESENTATIONS
AND WARRANTIES: Customary for project financings of this type.

COVENANTS OF THE
BORROWER: Covenants of the Borrower shall include, but shall not
be limited to, the following:

1) Delivery of quarterly financial statements and
audited annual financial statements of the
Borrower;

2) No additional debt, except for (i) purchase money
obligations aggregating, at any time, $2,000,000
in outstandings; (ii) fully subordinated loans
incurred under the Operating Keep-Well Agreements
and the Completion Guarantee, the terms of
subordination of which must be acceptable to the
Lenders.

3) No liens other than permitted liens (as such term
will be defined);

4) Maintenance of insurance policies in amount and
from providers satisfactory to the Agent in
consultation with its Insurance Consultant;
5) Maintenance of the enforceability of all Project
Contracts;

6) Project capacity to be sold at cost or higher,
i.e., K units of capacity


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in the Project may be sold, on a present value
basis, for no less than their ratable cost c,
given by the formula c = (C x k)/K, where C is the
Cost to Construct the Project and K is the total
number of units of capacity in the Project as of
the date of sale.

Reasonable exceptions shall be allowed under this
covenant for the purchase of large amounts of
capacity by third-parties acceptable to the Agent.

7) Other covenants customary for financings of this
type.

COVENANTS OF THE
SPONSOR: Covenants of the Sponsor shall include, but shall not
be limited to, the following:

1) Delivery of quarterly financial statements and
audited annual financial statements of the
Sponsor;

2) Maintenance of no less than a 50% voting interest
and a 25% equity interest in the Borrower and the
Project.

EVENTS OF DEFAULT: Events of Default shall include, but shall not be
limited to, the following:

1) Default in the payment of any installment of
interest or principal under the Credit Facilities
which default remains unremedied more than five
(5) days after demand for such payment has been
made to Holdings by the Agent or the Required
Lenders under the Operating Keep-Well Agreement of
Holdings.

2) Failure of the Borrower to achieve Commercial
Operations (to be defined) before January 1, 1999;

3) Breach of any covenant beyond that covenant's
respective cure period;

4) Default by the Borrower, Holdings, GCI
Communications Corporation or GCI Transport
Company under the Project Agreements above;

5) Bankruptcy of the Borrower, Holdings, GCI
Communications Corporation, GCI Transport Company
or the Sponsor or an entity required to provide
all or a portion of the Sponsor Equity.


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6) Any event or circumstance, including a government
act, natural disaster or change in the status of a
party to a Project Agreement, that could be deemed
to have a material adverse effect on the ability
of the Borrower to repay the loans outstanding
under the Credit Facilities.

7) Any change (made without the prior written consent
of the Lenders) to the documentation relating to
Holdings' Bank Credit Facility which would
materially adversely affect the ability of
Holdings or its Subsidiaries to fulfill their
obligations under the various Project Agreements
to which they are a party.

8) After the termination of Holdings' Bank Credit
Facility, any breach by Holdings of certain
covenants (to be specified, but specifically
excluding financial covenants) contained in the
credit agreement for Holdings' Bank Credit
Facility as in effect prior to termination (the
intention is to maintain certain affirmative and
negative covenants for Holdings including, without
limitation, the covenants relating to the
incurrence of indebtedness, liens, investments,
dividends and other similar covenants)..

REQUIRED LENDERS: 66 2/3%

GOVERNING LAW: New York State.

EXPENSES: The Borrower shall pay promptly upon notice from the
Agent all reasonable expenses incurred by the Agent,
its consultants and advisors in connection with the
closing and syndication of this financing, whether or
not closing is actually achieved. These shall include
travel and documentation expenses, and customary
syndication expenses. The fees of the Agent's legal
counsel, Independent Engineer, Market Consultant,
Environmental Consultant and Insurance Consultant are
also the responsibility of the Sponsor.

The Borrower will indemnify each of the Agent and each
Lender and hold it harmless from and against all costs,
expenses (including reasonable fees and disbursements
of counsel) and liabilities relating to or arising in
connection with any enforcement of the credit agreement
and any investigative, administrative or judicial
proceeding (regardless of whether the Agent or such
Lender is a party thereto) arising out of the proposed
transactions, including the financing contemplated
hereby or any transactions connected therewith,
provided that the Agent or a Lender will not be
indemnified for losses to the extent resulting from its
gross


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negligence or willful misconduct.


ASSIGNMENTS AND
PARTICIPATIONS: Lenders may participate or assign all or a part of
their interest under the Credit Facilities to eligible
assignees; provided that, unless otherwise consented to
by the Borrower and the Required Lenders, each
assignment, when taken together with all other
assignments with the same effective date, must result
in each Lender having a commitment of at least
$15,000,000.

Voting rights of participants will be limited to
changes in amount, collateral provisions relating to
release of all or substantially all of the collateral,
interest rates, fees and maturity date. Participants
will receive cost and yield protection (limited to the
cost and yield protection available to the Lenders).
Any assignment will be by novation and will be subject
to the approval of the Agent. Assignees will assume
all the rights and obligations of the assignor Lender.
Each assignment will be subject to the payment of a
service fee by the assigning Lender to the Agent.

LENDERS' COUNSEL: Morgan, Lewis & Bockius LLP

MARKETING
CONSULTANT: Arthur D. Little

INDEPENDENT
ENGINEER: Arthur D. Little

INSURANCE
CONSULTANT: Sedgwick James of Tennessee, Inc.

ENVIRONMENTAL
CONSULTANT: Brown & Root


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