EXHIBIT 10.84

[LETTERHEAD]

NATIONSBANK

July 2, 1997

Mr. John Lowber
SVP and Chief Financial Officer
General Communications, Inc.
2550 Denali St., Suite 1000
Anchorage, Alaska 99503

Re: $275,000,000 of Credit Facilities for GCI Holdings, Inc.

Dear John:

NationsBank of Texas, N.A. ("NB") as Administrative Agent, TD Securities
as Syndication Agent and Credit Lyonnais New York Branch as Documentation
Agent, are pleased to offer to be the agents (in such capacity, the "AGENTS")
of $275,000,000 of senior credit facilities (the "FACILITIES") for GCI
Holdings, Inc. (the "BORROWER"), and to offer our commitment to lend all
$275,000,000 of the Facilities on a pro rata basis, upon and subject to the
terms and conditions of this letter and the Summary of Terms and Conditions
(herein so called) attached hereto as EXHIBIT A, and in reliance on oral and
written materials and other information which the Borrower has previously
provided to Agents (collectively, the "INFORMATION").

If the Borrower accepts this offer as hereinafter provided, the closing
of the Facilities will be conditioned upon (i) the preparation, negotiation,
execution and delivery of definitive credit documentation in form and
substance reasonably satisfactory to the Agents reflecting the Summary of
Terms and Conditions and containing such other terms and conditions as are
usual and customary for transactions of this nature and (ii) the absence of a
material adverse change in the financial condition, business operations or
properties of the Borrower and any guarantor, taken as a whole, since
December 31, 1996.

By acceptance of this offer, the Borrower represents and warrants that
(i) the Information is and will be complete and correct in all material
respects and does not 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 materially misleading in light of the
circumstances under which such statements are or will be made and (ii) all
financial projections that have been or are hereafter prepared by the
Borrower and made available to the Agents have been or will be prepared in
good faith based on reasonable assumptions. The Borrower agrees to supplement
the Information and projections referred to in clauses (i) and (ii) above
from time to time until closing of the Facilities so that the representation
and warranty in the preceding sentence remains correct.


GCI Holdings, Inc.
July 2, 1997
Page 2

In connection with the Facilities, the Agents and their affiliates, intend to
invite other Lenders to participate in the Facilities with a corresponding
reduction in the initial commitment of the Agents. The Agents will manage all
aspects of the syndication in consultation with Borrower, including the
selection of potential Lenders, the timing of all offers to potential Lenders
and the acceptance of commitments from Lenders, the amounts offered to
potential Lenders, the compensation provided to Lenders and the allocation of
titles to Lenders. In connection with such syndication, you consent to the
distribution by Agents on a confidential basis to potential Lenders of the
Information and other information including projections relating to Borrower,
its subsidiaries and the Facilities, and you agree to provide such
information and take such action as the Agents may reasonably request to
assist in syndicating the Facilities, including participating in the
preparation of an information memorandum and the holding of one or more
meetings of potential Lenders.

By acceptance of this letter, the Borrower represents and warrants to
the Agents that all historical financial statements and other information
regarding the Borrower and its subsidiaries, if any, or any guarantor
heretofore delivered to the Agents in connection with the Facilities are
true, correct, and not misleading in any material respect and that any
projections heretofore delivered to the Agents in connection with the
Facilities have been prepared in good faith and based on information believed
to be true, correct and not misleading in any material respect.

By acceptance of this offer, the Borrower agrees to pay the
out-of-pocket costs and expenses, including reasonable attorneys' fees and
expenses, incurred before or after the date hereof by the Agents in
connection with the Facilities whether or not the Facilities are ever closed
or a funding ever occurs under the Facilities, unless such failure to fund is
due to the default by the Agents.

IN ADDITION, THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE
AGENTS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND
ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE INCURRED BY OR
ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT
OF OR IN CONNECTION WITH OR BY REASON OF, OR IN CONNECTION WITH THE
PREPARATION FOR A DEFENSE OF, ANY INVESTIGATION, LITIGATION OR PROCEEDING
ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE FACILITIES, INCLUDING,
WITHOUT LIMITATION, ANY TRANSACTION IN WHICH THE PROCEEDS OF ANY BORROWING
UNDER THE FACILITIES ARE OR ARE TO BE APPLIED, WHETHER OR NOT AN INDEMNIFIED
PARTY IS A PARTY THERETO, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREIN
ARE CONSUMMATED, AND WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF SUCH
INDEMNIFIED PARTY, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY
OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT


GCI Holdings, Inc.
July 2, 1997
Page 3

OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE BORROWER WILL NOT SETTLE OR
CONSENT TO JUDGMENT WITH RESPECT TO ANY SUCH INVESTIGATION, LITIGATION, OR
PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENTS, UNLESS SUCH
SETTLEMENT OR CONSENT INCLUDES AN UNCONDITIONAL RELEASE OF EACH INDEMNIFIED
PARTY.

Neither this offer nor the undertaking and commitment contained herein
may be disclosed to or relied upon by any other person or entity other than
your accountants, investors, attorneys and other advisors, without the prior
written consent of the Agents, except that following your acceptance hereof
you may make public disclosure hereof as required by law.

This letter shall be governed by, and construed in accordance with, the
laws of the State of Texas without regard to the principles governing
conflicts of laws. This letter may be modified or amended only in writing and
signed by all parties hereto. This letter is not assignable by the Borrower
without the prior written consent of the Agents. This letter supersedes and
replaces any and all proposals or commitment letters previously delivered by
the Agents to the Borrower relating to the Facilities. This letter may be
executed in any number of counterparts, each of which shall be an original,
but all of which shall constitute one instrument.

This offer will automatically expire at the close of business, 5:00 p.m.
Eastern Standard Time, on July 8, 1997 unless the Borrower executes this
letter and returns it, together with $100,000 in immediately available funds
for each Agent as a non-refundable facility fee, to NB prior to that time
(which may be by facsimile transmission), whereupon this letter shall become
a binding undertaking and commitment. Thereafter, this undertaking and
commitment will automatically expire at the close of business, 5:00 p.m.
Eastern Standrd Time, on July 31, 1997 unless definitive credit documentation
is executed and delivered prior to that time.


GCI Holdings, Inc.
July 2, 1997
Page 4

THIS WRITTEN AGREEMENT (WHICH INCLUDES THE SUMMARY OF TERMS AND
CONDITIONS) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

Very truly yours,

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

By: /s/ HUTCH McCLENDON
-------------------------------------
Name: Hutch McClendon
Title: Senior Vice President


NATIONSBANK CAPITAL MARKETS, INC.
Individually and as Arranger

By: /s/ THOMAS OKEL
-------------------------------------
Name: Thomas Okel
Title: Director


TD SECURITIES
Individually and as Syndication Agent

By: /s/ DAVID McCANN
-------------------------------------
Name: David McCann
Title: Managing Director


GCI Holdings, Inc.
July 2, 1997
Page 5


CREDIT LYONNAIS NEW YORK BRANCH
Individually and as Documentation Agent

By: /s/ MARK D. THORSHEIM
-------------------------------------
Name: Mark D. Thorsheim
Title: Vice President


Accepted and Agreed To:

GCI Holdings, Inc.

By:
-----------------------------
Name:
-----------------------------
Title:
-----------------------------


Date of Return
to NationsBank:

-----------------------------

July 5, 1997

SUMMARY OF TERMS AND CONDITIONS

RESTRICTED/UNRESTRICTED SUBSIDIARIES BORROWING STRUCTURE

EXHIBIT A
________________________________________________________________________________

SECTIONS MARKED BY *** DENOTE ALTERNATIVE PROVISIONS IF THE EQUITY IS NOT
RAISED.

BORROWER: GCI Holdings, Inc.

GUARANTORS: The Facilities will be guaranteed by General
Communication, Inc., GCI, Inc., GCI Communication
Corp., GCI Communication Services, Inc., GCI Leasing
Company, Inc., GCI Cable, Inc. and its subsidiaries,
and each subsequently acquired or created Restricted
Subsidiary of the Borrower.

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A.

SYNDICATION AGENT: Toronto Dominion

DOCUMENTATION AGENT: Credit Lyonnais New York Branch

MANAGING AGENTS: Administrative Agent, Syndication Agent and
Documentation Agent. Each Managing Agent will commit
$91,666,666.

ARRANGER: NationsBanc Capital Markets, Inc.

CO-AGENTS/LENDERS: Institutions to be determined.

CLOSING: Concurrently with the closing of the $150MM of senior
subordinated notes issued by GCI, Inc. and equity
issuance by General Communication, Inc.

FACILITIES: Tranche A: An eight year reducing revolving credit
facility ("Tranche A Facility") under which Borrower
may borrow, repay and reborrow advances in an
aggregate outstanding principal amount up to
$225,000,000 (the "Tranche A Commitment"). The
Tranche A Commitment in effect on June 30, 2000, will
automatically reduce in equal quarterly amounts by the
following annual percentages of the Tranche A
Commitment beginning September 30, 2000 and will
reduce to zero on June 30, 2005:
________________________________________________________________________________

GCI HOLDINGS, INC. 1 NATIONSBANK


Year Annual %
---- --------
1997 0.00%
1998 0.00%
1999 0.00%
2000 7.50%
2001 15.00%
2002 20.00%
2003 20.00%
2004 22.50%
2005 15.00%

Until June 30, 2000, the Borrower may increase the
Tranche A Commitment by up to $100,000,000 to
refinance GCI Transport Company, provided that 1) the
Borrower receives additional commitments from existing
Lenders or other Lenders acceptable to the Borrower
and Administrative Agent for such amount, 2) related
Unrestricted Subsidiaries become Restricted
Subsidiaries under the documentation for the
Facilities (and the Borrower is in full compliance
with all Facilities documentation both before and
after giving effect to such designation), 3) all
equity interests in all previously related
Unrestricted Subsidiaries are pledged to the
Administrative Agent to secure the Facilities, 4) all
assets owned by each of the previously related
Unrestricted Subsidiaries are pledged to the
Administrative Agent to secure the Facilities, and 5)
pro forma compliance with all covenants in the
documentation through the life of the Facilities is
demonstrated by financial projections for the
remaining term of the Facilities and a compliance
certificate in detail acceptable to the Managing
Agents.

Tranche B: A 364 day revolving credit facility (the
"Tranche B Facility") pursuant to which revolving
loans under the Tranche B Facility may be borrowed,
repaid and reborrowed up to a maximum amount
outstanding at any one time of $50,000,000 (the
"Tranche B Commitment") from Closing through the 364
day period subsequent to Closing (the "Conversion
Date") at which time i) no further borrowings may
occur, and ii) the then outstanding principal amount
of all loans made under the Tranche B Facility will
become a term loan (such aggregate amount of the
outstanding principal amount being herein referred to
as the "Tranche B Conversion Amount"). On and after
the Conversion Date, the Tranche B Facility will be
interest only until June 30, 2000, at which point the
Tranche B Facility will be due and payable in equal
quarterly installments equal to the following annual
percentages of the Tranche B Conversion Amount
beginning September 30, 2000 and will be due and
payable in full on June 30, 2005:

________________________________________________________________________________

GCI HOLDINGS, INC. 2 NATIONSBANK



Year Annual %
---- --------
1997 0.00%
1998 0.00%
1999 0.00%
2000 7.50%
2001 15.00%
2002 20.00%
2003 20.00%
2004 22.50%
2005 15.00%

COMMITTED SUM: A maximum principal amount not to exceed $275,000,000
(the "Committed Sum") comprised of a $225,000,000
Tranche A Commitment and a $50,000,000 Tranche B
Commitment. Lenders shall commit to a pro rata share
of the Tranche A Commitment and Tranche B Commitment,
respectively.

PURPOSE: To refinance existing indebtedness, for working
capital and capital expenditures, up to $50,000,000
for the initial capitalization into AULP, and for
other lawful corporate purposes.

SECURITY: First perfected security interest in all existing and
future assets owned by the Borrower and Restricted
Subsidiaries, including a pledge of all intercompany
notes. Additionally, a first perfected security
interest in 100% of the stock, partnership interests
and other equity in and owned by the Borrower and
Restricted Subsidiaries. First perfected pledge of all
intercompany notes payable by AULP to the Borrower or
any Restricted Subsidiary. All interest rate hedging
instruments provided by the Lenders will be secured
pari passu with the Facilities.

FEES - CLUB DEAL OPTION: 1) Commencing at Closing, a .375% per annum Commitment
Fee on the unused portion of the Tranche A Commitment
shall be payable pro rata to the Lenders on the last
day of each calendar quarter, and continuing until the
Tranche A Commitment has been terminated.

2) Commencing at Closing, a .125% per annum Commitment
Fee on the unused portion of the Tranche B Commitment
shall be payable pro rata to the Lenders on the last
day of each calendar quarter and continuing until the
Conversion Date.

3) A non-refundable Facility Fee of 1.00% to be paid
at Closing on the Tranche A Commitment. A
non-refundable Facility Fee of .75% to be paid at
Closing on the Tranche B Commitment, with another .25%
on the Tranche B Commitment to be paid upon the
initial draw of the Tranche B Facility. $100,000 of
the above described Facility Fee will be due and
payable on the date the commitment letter is executed
by the Borrower and such fee is non-refundable.


________________________________________________________________________________

GCI HOLDINGS, INC. 3 NATIONSBANK


INTEREST
AND PAYMENT DATES: At the Borrower's option, advances under the
Facilities shall bear interest at either LIBOR
(shall mean the Reserve Adjusted LIBOR rate as
determined by the Administrative Agent) or Base Rate
(shall mean the greater of the Federal Funds Effective
Rate plus 50 b.p.s. and the Prime Rate of NationsBank
of Texas, N.A.), plus their respective Applicable
Margins.

The Applicable Margin shall be based on the Borrower's
Total Debt/Annualized Operating Cash Flow as of the
end of the most recently completed fiscal quarter of
the Borrower as follows:

RATIO LIBOR BASE RATE
> 7.50x 2.500% 1.375%
< 7.50x > or = 7.00x 2.375% 1.250%
< 7.00x > or = 6.50x 2.250% 1.125%
< 6.50x > or = 6.00x 1.875% 0.750%
< 6.00x > or = 5.50x 1.625% 0.500%
< 5.50x > or = 5.00x 1.375% 0.250%
< 5.00x > or = 4.50x 1.125% 0.000%
< 4.50x > or = 4.00x 1.000% 0.000%
< 4.00x 0.750% 0.000%

If Senior Debt/Annualized Operating Cash Flow is
greater than or equal to 3.5x and for so long as it
remains greater than or equal to 3.5x, each of the
above listed interest rate margins will increase in
each case by .125% per annum.

Following the occurrence of and during the
continuation of an event of default, interest on the
outstanding principal balance of the loans shall be
2.00% over the rate otherwise applicable thereto
("Default Rate").

MANDATORY PREPAYMENTS/
COMMITMENT REDUCTIONS: VOLUNTARY:
COMMITMENT REDUCTIONS: Permitted without penalty or
premium, in amounts to be determined upon three
business day's prior written notice.

PREPAYMENTS: Permitted without penalty or premium
(except breakage), in agreed to minimum amounts (and
upon three business day's prior written notice for
LIBOR repayments.) Unless there exists no default or
event of default, voluntary prepayments will repay
outstanding amounts under the Tranche A Facility and
Tranche B Facility (if prior to the Conversion Date).
If there exists a default or event of default, all
voluntary prepayments will reduce the Tranche A
Commitment and either i) prior to the Conversion
Date, reduce the Tranche B Commitment, or ii) on and
after the Conversion Date, repay outstanding amounts
under the Tranche B Facility, pro rata, in the inverse
order of reductions or installments, as applicable.



________________________________________________________________________________

GCI HOLDINGS, INC. 4 NATIONSBANK


MANDATORY:
1) OUTSTANDINGS IN EXCESS OF COMMITMENTS.
Borrower shall immediately prepay outstandings under
the Tranche A Facility to the extent such outstandings
exceed the Tranche A Commitment. Prior to the
Conversion Date, Borrower shall immediately prepay
outstandings under the Tranche B Facility to the
extent such outstandings exceed the Tranche B
Commitment.

2) ASSET SALES. 100% of the net proceeds from any
asset sale by the Borrower or any of its Restricted
Subsidiaries shall be applied as follows:

a) so long as there exists no default or event of
default, up to an agreed amount of net proceeds
from permitted and agreed to assets sales over the
life of the Facilities will reduce outstandings
only under the Tranche A Facility, and if prior to
the Conversion Date, reduce outstandings under the
Tranche B Facility.

b) up to an agreed amount of net proceeds from
permitted and agreed to assets sales over the life
of the Facilities (and, so long as there exists no
default or event of default, in excess of the net
proceeds used in a) above) will reduce the Tranche
A Commitment and either i) if prior to the
Conversion Date, reduce the Tranche B Commitment,
or ii) on and after the Conversion Date, repay
outstanding amounts under the Tranche B Facility,
pro rata, in the inverse order of reductions or
installments, as applicable.

3) ADDITIONAL INDEBTEDNESS. So long as there exists no
default or event of default, and if Total
Debt/Annualized Operating Cash Flow is less than
5.00x, 100% of net proceeds from the issuance of
permitted subordinated debt by the Borrower (this
provision not permitting the issuance of such
indebtedness) will be used to reduce outstandings
under the Tranche A Facility and, if prior to the
Conversion Date, reduce outstandings under the Tranche
B Facility. If Total Debt/Annualized Operating Cash
Flow is greater than or equal to 5.00x or if there
exists a default or event of default, 100% of net
proceeds from the issuance of permitted subordinated
debt by the Borrower will be used to reduce the
Tranche A Commitment and either i) if prior to the
Conversion Date, reduce the Tranche B Commitment, or
ii) on and after the Conversion Date, repay
outstanding amounts under the Tranche B Facility, pro
rata, in the inverse order of reductions or
installments, as applicable.


________________________________________________________________________________

GCI HOLDINGS, INC. 5 NATIONSBANK


4) ADDITIONAL EQUITY ISSUANCES. So long as there
exists no default or event of default, 50% of the
proceeds from any equity issuances (excluding the
contemplated equity issuance that will be done
simultaneously with these Facilities) in excess of
$50,000,000 by the Borrower, any of its Restricted
Subsidiaries, GCI, Inc. or General Communication, Inc.
will reduce the outstandings under the Tranche A
Facility and, if prior to the Conversion Date, reduce
outstandings under the Tranche B Facility. If there
exists a default or event of default, 100% of the
proceeds from any additional equity issuances by the
Borrower, any of its Restricted Subsidiaries, GCI,
Inc. or General Communication, Inc. will reduce the
Tranche A Commitment and either i) if prior to the
Conversion Date, reduce the Tranche B Commitment, or
ii) on and after the Conversion Date, repay
outstanding amounts under the Tranche B Facility, pro
rata, in the inverse order of reductions or
installments, as applicable.

5) DISTRIBUTIONS FROM AULP. So long as there is no
default or event of default, any distribution from
AULP will reduce the outstandings under the Tranche A
Facility and, if prior to the Conversion Date, reduce
outstandings under the Tranche B Facility. If there
exists a default or event of default, 100% of any
distribution from AULP will reduce the Tranche A
Commitment and either i) if prior to the Conversion
Date, reduce the Tranche B Commitment, or ii) on and
after the Conversion Date, repay outstanding amounts
under the Tranche B Facility, pro rata, in the inverse
order of reductions or installments, as applicable.


REPRESENTATIONS AND
WARRANTIES: The definitive loan documentation shall contain
representations and warranties which are usual and
customary for transactions of this nature and similar
to existing loan documentation, for the Borrower, its
Restricted Subsidiaries, GCI, Inc. and General
Communication, Inc.

AFFIRMATIVE COVENANTS: The definitive loan documentation shall contain
affirmative covenants which are usual and customary
for transactions of this nature and similar to
existing loan documentation, for the Borrower, its
Restricted Subsidiaries, GCI, Inc. and General
Communication, Inc.

INTEREST RATE PROTECTION:Within 60 days of Closing, the Borrower shall be
required to enter into interest rate protection
agreements with a Lender in an amount not less than
50% of Total Debt on such date for a period of not
less than three years.


________________________________________________________________________________

GCI HOLDINGS, INC. 6 NATIONSBANK


NEGATIVE COVENANTS: The definitive loan documentation shall contain
negative covenants which are usual and customary for
transactions of this nature and similar to existing
loan documentation for the Borrower and its Restricted
Subsidiaries, including limitations on liens, loans,
except with respect to AULP, as provided below,
indebtedness (other than an agreed upon basket of
indebtedness subordinated to the Facilities on terms
and conditions, and pursuant to documentation,
acceptable to the Administrative Agent and each Lender
and the AULP capital lease), investments except with
respect to AULP and as provided below, change of
management, change of control, transactions with
affiliates (all of which must be on an arms length
basis except with respect to AULP, as provided below),
dividends, distributions (refer to Restricted Payments
below) or stock repurchases, restrictive agreements,
material agreements except with respect to AULP, as
provided below, mergers and acquisitions, sale of
assets and changes in business.

RESTRICTED PAYMENTS/
INVESTMENTS: No dividends, distributions, payments to affiliates,
except with respect to: a) AULP, as provided below; b)
payments of principal or interest on any indebtedness
other than the Facilities may be made by the Borrower
or any of its Restricted Subsidiaries provided that,
if there exists no default or event of default both
before and after giving affect to any such payment,
the Borrower and its Restricted Subsidiaries may
declare and make dividends to the extent there is cash
interest due on the permitted senior subordinated
notes issued by GCI, Inc.; provided further that in no
event shall such dividend be prohibited in excess of
180 consecutive days in any one year period unless
there exists a payment default (whether by
acceleration or otherwise); and c) dividend,
distribution, payments made or investments in related
businesses by the Borrower and its Restricted
Subsidiaries from Excess Cash Flow, so long as i) it
is after 6/30/00, ii) there exists no default or event
of default both before and after giving affect to any
such dividend, distribution or payment or investment
and iii) Total Debt/Annualized Operating Cash Flow is
below 5.0x both before and after giving affect to any
such dividend, distribution or payment or investment,
in an aggregate amount of $15,000,000 over the term of
the Facilities.


________________________________________________________________________________

GCI HOLDINGS, INC. 7 NATIONSBANK


PROJECT FINANCING: In connection with the Project Financing, the Borrower
or any of its Restricted Subsidiaries may enter into
the Project Agreements on terms and conditions, and
subject to documentation, acceptable to the Managing
Agents. All advances by the Borrower or any
Restricted Subsidiaries to AULP (other than actual
lease payments) shall be loans made pursuant to
intercompany promissory notes in the form satisfactory
to the Administrative Agent and such notes shall be
pledged to the Administrative Agent and the Lenders to
secure the Facilities pursuant to documentation
acceptable to the Administrative Agent. The maximum
amount of loans made pursuant to the Operating
Keep-Well Agreement (which includes coverage of
interest, principal, completion guarantee etc.) shall
not exceed $73,000,000 in the aggregate over the life
of the Facilities. The maximum amount of lease
payments made pursuant to the Lease Contract shall not
exceed $28,000,000 over the life of the Facilities.
The maximum amount of operating and maintenance
payments made pursuant to the Operating and
Maintenance Contract shall not exceed $17,000,000 over
the life of the Facilities. No other payments, loans,
distributions or amounts of any kind from the Borrower
or any Restricted Subsidiary to AULP shall be payable
at any time for any reason and no loan or advance (not
including lease payments) may be made to AULP if there
exists a default or event of default. Neither the
Borrower nor any Restricted Subsidiary shall enter
into any guaranty of the Project Financing, or enter
into any keepwell or other agreement which provides
for the payment by the Borrower and/or Restricted
Subsidiaries of any amount in excess of the three
maximum amounts set forth above. Neither the Borrower
nor any Restricted Subsidiary shall be obligated to
purchase any excess capacity under any lease with AULP
which would result in lease payments exceeding the
amount set forth above. Lenders under the Project
Financing must exhaust their remedies against all
assets of AULP, any other collateral, any guarantor,
and GCI Transport Company before pursuing any rights
or remedies against the Borrower, any Restricted
Subsidiary, or any of their assets under any Project
Agreement or otherwise. Upon the execution of the
initial documentation of the Project Financing, no
change or amendment, or any consent to, or waiver with
respect to any provision of any such documentation
which is material and adverse to the interests of the
Lenders, shall be made without the prior written
consent of the Majority Lenders. AULP shall not incur
any other indebtedness or liens other than Project
Financing except for purchase money obligations
aggregating $2,000,000, at any time, as permitted in
the Project Financing documents. AULP shall not make
any investment, any distribution or dividend, or any
loan or advance to any person except as permitted in
the AULP Summary of Terms and Conditions, dated June
{24}, 1997. The Borrower and/or its Restricted
Subsidiaries shall make the initial $50,000,000
investment in AULP at Closing. AULP shall provide the
Lenders with all financial information



________________________________________________________________________________

GCI HOLDINGS, INC. 8 NATIONSBANK


provided to the Lenders under the Project Financing,
and all other information requested by the Lenders
from time to time. Administrative Agent shall receive
immediate notice of any breach, default or event of
default under the Project Financing, or any material
adverse change or other development under the Project
Financing. The lease agreement between AULP, the
Borrower and/or any Restricted Subsidiary, each
Project Agreement and all documentation relating to
the Project Financing must be pursuant to terms
negotiated at arms length and be customary and usual
for the industry. Other terms of the Project
Financing will be in accordance with that certain
Summary of Terms and Conditions, dated June {24},
1997. Other terms and conditions will be required
upon review of the Project Financing documentation.

FINANCIAL COVENANTS: SENIOR DEBT TO ANNUALIZED OPERATING CASH FLOW -
Borrower shall not permit the ratio of Senior Debt to
Annualized Operating Cash Flow to be greater than the
following ratios during the following periods:

Period Ratio
Closing through 3/31/99 3.50x
4/1/99 through 12/31/99 3.00x
1/1/00 through 12/31/00 2.50x
1/1/01 and thereafter 2.00x

TOTAL DEBT TO ANNUALIZED OPERATING CASH FLOW -
Borrower shall not permit the ratio of Total Debt to
Annualized Operating Cash Flow to be greater than the
following ratios during the following periods:

Period Ratio
Closing through 3/31/98 7.00x
4/1/98 through 3/31/99 6.50x
4/1/99 through 12/31/99 6.00x
1/1/00 and thereafter 5.50x

ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE -
Borrower shall maintain a ratio of Annualized
Operating Cash Flow to annualized trailing two quarter
Interest Expense which is greater than or equal to the
following schedule:

Period Ratio
------ -----
Closing through 12/31/98 1.50x
1/1/99 and thereafter 2.00x

ANNUALIZED OPERATING CASH FLOW TO PRO FORMA DEBT
SERVICE Borrower shall maintain a ratio of Annualized
Operating Cash Flow to Pro Forma Debt Service which is
greater than or equal to 1.25x.

ANNUALIZED OPERATING CASH FLOW TO FIXED CHARGES -
Commencing January 1, 2000, Borrower shall maintain a



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GCI HOLDINGS, INC. 9 NATIONSBANK


ratio of Annualized Operating Cash Flow to Fixed
Charges which is greater than or equal to the
following schedule:

Period Ratio
------ -----
1/1/00 through 3/31/03 1.00x
4/1/03 and thereafter 1.05x

CAPITAL EXPENDITURES LIMITATION (will only apply for
the first three years after Closing)-

Period Ratio
1997 (Closing through 12/31/97) $55MM
1998 $90MM
1999 $65MM

Any unused amount of the capital expenditure
limitation may be carried over for one additional year
only.

***SENIOR DEBT TO ANNUALIZED OPERATING CASH FLOW -
Borrower shall not permit the ratio of Senior Debt to
Annualized Operating Cash Flow to be greater than the
following ratios during the following periods:

Period Ratio
------ -----
Closing through 3/31/99 4.50x
4/1/99 through 12/31/99 4.00x
1/1/00 through 12/31/00 3.50x
1/1/01 through 12/31/01 3.00x
1/1/02 and thereafter 2.00x

***TOTAL DEBT TO ANNUALIZED OPERATING CASH FLOW -
Borrower shall not permit the ratio of Total Debt to
Annualized Operating Cash Flow to be greater than the
following ratios during the following periods:

Period Ratio
------ -----
Closing through 3/31/98 7.75x
4/1/98 through 12/31/98 7.50x
1/1/99 through 6/30/99 7.00x
7/1/99 through 12/31/99 6.00x
1/1/00 and thereafter 5.50x

***ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE
- Borrower shall maintain a ratio of Annualized
Operating Cash Flow to annualized trailing two quarter
Interest Expense which is greater than or equal to the
following schedule:

Period Ratio
------ -----
Closing through 12/31/98 1.40x
1/1/99 and thereafter 2.00x

***ANNUALIZED OPERATING CASH FLOW TO PRO FORMA DEBT
SERVICE Borrower shall maintain a ratio of Annualized



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GCI HOLDINGS, INC. 10 NATIONSBANK


Operating Cash Flow to Pro Forma Debt Service which is
greater than or equal to the following schedule:

Period Ratio
------ -----
Closing through 3/31/98 1.05x
4/1/98 through 12/31/98 1.15x
1/1/99 and thereafter 1.25x

***ANNUALIZED OPERATING CASH FLOW TO FIXED CHARGES -
Commencing January 1, 2000, Borrower shall maintain a
ratio of Annualized Operating Cash Flow to Fixed
Charges which is greater than or equal to 1.00x.

***CAPITAL EXPENDITURES LIMITATION (will only apply
for the first three years after Closing)-

Period Ratio
------ -----
1997 (Closing through 12/31/97) $55MM
1998 $90MM
1999 $65MM

Any unused amount of the capital expenditure
limitation may be carried over for one additional year
only.

MAJORITY LENDERS: Lenders holding at least 67% of all the Committed Sum.

EVENTS OF DEFAULT: The definitive loan documentation shall contain events
of default which are usual and customary for
transactions of this nature and similar to existing
loan documentation for the Borrower, its Restricted
Subsidiaries, GCI, Inc. and General Communication,
Inc. including nonpayment when due, breach of
representations, warranties or covenants, breach of
other material agreements, material undischarged
judgments, bankruptcy or insolvency, cross-default to
all other debt, change of control and/or management,
and any breach of any Project Agreement, including
each lease agreement, or intercompany note between the
Borrower, any Restricted Subsidiary and AULP.



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GCI HOLDINGS, INC. 11 NATIONSBANK


CONDITIONS PRECEDENT: Lenders shall have no obligation to make any advance
unless and until Borrower has executed and delivered
to Administrative Agent definitive loan documentation
and supporting resolutions, incumbency certificates
and opinions of counsel in form and substance
satisfactory to Lenders reflecting this Summary of
Terms and Conditions; Borrower shall be in compliance
with all credit agreement covenants; no material
adverse change in the Borrower's and its Restricted
Subsidiaries' consolidated business, assets or
financial condition since December 31, 1996; GCI, Inc.
has issued $150MM of senior subordinated notes, the
terms of which must be satisfactory to the Lenders,
and the net proceeds of such debt issuance must be
downstreamed into GCI Holdings, Inc. as equity; any
proceeds raised by General Communications, Inc.'s
primary equity offering must be downstreamed to the
Borrower at Closing; any affiliate transactions with
Unrestricted Subsidiaries must be satisfactory to the
Administrative Agent, and containing such other terms
and conditions as are usual and customary for
transactions of this nature for the Borrower and its
Restricted Subsidiaries. Additionally, the Project
Financing must be consummated on terms and conditions,
and pursuant to documentation, acceptable to the
Managing Agents. The undersea fiber survey will be
sold to AULP for fair value.

GCI SATELLITE COMPANY: The Lenders will agree to negotiate in good faith with
the Borrower and its Restricted Subsidiaries when
presented with the proposed financing of GCI Satellite
Company.

EXPENSES: Whether or not the Facilities are closed, Borrower
shall reimburse the Administrative Agent and Arranger
for all costs and expenses, including reasonable
attorneys' fees and expenses, incurred by the
Administrative Agent and Arranger in connection with
the preparation, negotiation, execution, delivery,
syndication, and administration of the Facilities, and
Borrower shall reimburse each Lender for all costs and
expenses including reasonable attorneys' fees and
expenses, incurred by such Lender in connection with
the enforcement and collection of the obligations of
Borrower.

ASSIGNMENTS AND
PARTICIPATIONS: Borrower may not assign its rights or obligations
under the Facilities without the prior written consent
of the Lenders. Each Lender shall have the right to
sell participations in the Facilities. Subject to the
consent of Borrower and Administrative Agent, Lenders
may assign all or part of the Facilities in minimum
amounts of $10,000,000 to one or more financial
institutions. Administrative Agent shall be paid a
processing fee of $3,000 in connection with each
assignment.



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GCI HOLDINGS, INC. 12 NATIONSBANK


AMENDMENTS AND WAIVERS: With the consent of Majority Lenders; provided that
amendments or waivers relating to interest rates,
fees, payment amounts and dates and collateral shall
require the consent of all Lenders.

WAIVERS AND CONSENTS: Borrower shall submit itself to the nonexclusive
jurisdiction of federal and state courts sitting in
Texas, and Borrower, Administrative Agent and Lenders
shall waive the right to a jury trial in any
proceeding relating to the Facilities.

GOVERNING LAW: Texas




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GCI HOLDINGS, INC. 13 NATIONSBANK


DEFINITIONS:
"Annualized Operating Cash Flow" means Operating Cash Flow for the most recently
completed two fiscal quarters multiplied by two.

"AULP" means the Alaska United Limited Partnership.

"Excess Cash Flow" means Operating Cash Flow minus the sum of Interest Expense,
scheduled repayments of principal of Total Debt, restricted payments or loans to
AULP made with cash from operations, capital expenditures financed with cash
from operations, working capital and taxes paid or accrued.

"Fixed Charges" means the sum of cash Interest Expense, plus scheduled
repayments of principal of Total Debt, plus cash taxes paid, plus cash payments
(other than lease payments to AULP) made to Unrestricted Subsidiaries, plus
capital expenditures (capital expenditures will not be included in the covenant
while the maximum capital expenditure covenant is in effect), all during the
preceding fiscal quarters from the date of determination.

"Interest Expense" means for the period of determination, all interest expense
and commitment fees and other fees, except facility fees, incurred with respect
to Total Debt, whether accrued or paid, for the Borrower, its Restricted
Subsidiaries and GCI, Inc.

"Operating Cash Flow" means the net income of the Borrower and its Restricted
Subsidiaries (determined in accordance with GAAP), excluding extraordinary
gains/losses, plus the sum of depreciation and amortization, Interest Expense,
cash taxes, deferred taxes and any other non-cash charges for the period of
determination.

"Pro Forma Debt Service" means the sum of cash Interest Expense (using the
interest rate in effect on the date of determination to calculate), plus
scheduled repayments of principal of Total Debt, all during the four succeeding
fiscal quarters from the date of determination.

"Project Financing" means that certain construction and term loan financing
provided to AULP in an amount up to an aggregate amount of $75,000,000, by all
or any portion of the Lenders under the Facilities with Credit Lyonnais as the
agent, pursuant to which AULP will develop, construct and operate an undersea
fiber optic cable connecting Anchorage, Fairbanks and Juneau, Alaska with the
continental United States.

"Project Agreements" means those agreements defined as such in that certain
Alaska United Limited Partnership Summary of Terms and Conditions, dated June
{24}, 1997, including the Lease Contract, Operating and Maintenance Contract
and the Operating Keep-Well Agreement.

"Restricted Subsidiaries" include GCI Communication Corp., GCI Communication
Services, Inc., GCI Leasing Company, Inc., GCI Cable, Inc., and any other direct
or indirect subsidiary of any of the above, and any subsidiary of the Borrower
created after the date hereof, unless such subsidiary is an "Unrestricted
Subsidiary"

"Senior Debt" means all obligations which would be classified on a balance
sheet as debt for borrowed money or for the deferred purchase price of property
(including capital lease obligations and contingent obligations), and all
reimbursement obligations for standby letters of credit of the Borrower and its
Restricted Subsidiaries.

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GCI HOLDINGS, INC. 14 NATIONSBANK


"Total Debt" means all obligations which would be classified on a balance sheet
as debt for borrowed money or for the deferred purchase price of property
(including capital lease obligations and contingent obligations), and all
reimbursement obligations for standby letters of credit of the Borrowers, its
Restricted Subsidiaries or GCI, Inc.

"Unrestricted Subsidiaries" means GCI Transport Company, GCI Satellite Company,
GCI Fiber Company, Fiber Hold Company, Alaska United Partnership, and any other
newly formed direct or indirect subsidiary of the Borrower that is either 1) a
wholly owned subsidiary of any of the preceding Unrestricted Subsidiaries, or 2)
agreed upon in writing to be designated as an Unrestricted Subsidiary by the
Borrower and the Majority Lenders.




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GCI HOLDINGS, INC. 15 NATIONSBANK