as of February 13, 2004 GCI Holdings, Inc. 2550 Denali Street Suite 1000 Anchorage, Alaska 99503 Ladies and Gentlemen: Reference is hereby made to that certain Credit, Guaranty, Security and Pledge Agreement, dated as of October 30, 2003 (as the same has been amended, supplemented or otherwise modified, renewed or replaced from time to time, 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"), Credit Lyonnais 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. Capitalized terms used herein and not otherwise defined are used herein as defined in the Credit Agreement. In connection with the issuance of the 2004 Senior Notes, the Borrower is conducting a Consent Solicitation and Tender Offer for the 1997 Senior Notes. All 1997 Senior Notes that are tendered in accordance with such Tender Offer will be paid off concurrently with the closing of the 2004 Senior Notes offering. All of the 1997 Senior Notes that are not tendered will be called for redemption by the Borrower in accordance with the Indenture; however, compliance with the redemption notice requirements in the Indenture will result in a delay of up to sixty (60) days before final payment of some of the 1997 Senior Notes is made. As a result of such delay, the Borrower's Total Indebtedness will increase during the overlap period between the redemption of the outstanding 1997 Senior Notes and the issuance of the 2004 Senior Notes, and the Borrower is hereby requesting that the Required Lenders waive compliance with Section 6.11 during such overlap period. At the request of the Borrower, the Required Lenders hereby waive any violation of Section 6.11 solely to the extent that such covenant is violated because the 1997 Senior Notes that have been called for redemption in accordance with the Indenture remain outstanding and for which cash or Cash Equivalents sufficient to pay the redemption price have been deposited with the Indenture trustee, in the Cash Collateral Account or otherwise set aside for such purpose in a manner satisfactory to the Administrative Agent. Such waiver shall be effective only for so long as (a) cash or Cash Equivalents sufficient to pay the redemption price have been deposited with the Indenture trustee, in the Cash Collateral Account or otherwise set aside for such purpose in a manner satisfactory to the Administrative Agent, and (b) such events are not prohibited by the Indenture or the indenture for the 2004 Senior Notes, and such waiver shall expire as of the close of business on April 30, 2004. This waiver may be executed in counterparts, each of which shall constitute an original, but all of which when taken together, shall constitute one and the same instrument. This waiver shall become effective when the Administrative Agent shall have received executed counterparts of this waiver that, when taken together, bear the signatures of the Borrower, the Guarantors, the Administrative Agent and the Required Lenders. This waiver shall not be construed as extending to any other matter, similar or dissimilar, or entitling the Borrower to any future consents or waivers regarding similar matters or otherwise. Except to the extent expressly set forth above, this letter does not constitute a waiver or modification of any provision of the Credit Agreement or a waiver of any Default or Event of Default, whether or not known to the Administrative Agent or the Lenders. Except as expressly modified herein, all terms of the Credit Agreement remain in full force and effect. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Very truly yours, [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this Waiver Letter to be duly executed as of the date first written. BORROWER: GCI HOLDINGS, INC. By: /s/ Name: John M. Lowber Title: Senior Vice President and Chief Financial Officer GUARANTORS: FIBER HOLD CO., INC. GCI CABLE, INC. GCI COMMUNICATION CORP. GCI FIBER CO., INC. GCI FIBER COMMUNICATION CO., INC. GCI, INC. POTTER VIEW DEVELOPMENT CO., INC. WOK 1, INC. WOK 2, INC. By: /s/ Name: John M. Lowber Title: Secretary/Treasurer ALASKA UNITED FIBER SYSTEM PARTNERSHIP By: GCI Fiber Co., Inc., its general partner By: /s/ Name: John M. Lowber Title: Secretary/Treasurer By: Fiber Hold Co., Inc., its general partner By: /s/ Name: John M. Lowber Title: Secretary/Treasurer Signature Page to Waiver Letter LENDERS: CREDIT LYONNAIS NEW YORK BRANCH individually and as Administrative Agent, Issuing Bank, Co-Bookrunner and Co-Arranger By: /s/ Name: Jeremy Horn Title: Vice President CIT LENDING SERVICES CORPORATION, individually and as Syndication Agent By: /s/ Name: Michael V. Monahan Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, individually and as Documentation Agent, Co-Arranger and Co-Bookrunner By: /s/ Name: Bhupesh Gupta Title: Duly Authorized Signatory Signature Page to Waiver Letter CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Name: Marc Berg Title: Authorized Signatory Signature Page to Waiver Letter COBANK, ACB By: /s/ Name: Theodore Koerner Title: VP Signature Page to Waiver Letter CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Name: Marcus Edward Title: Vice President By: /s/ Name: Anthony Rock Title: Vice President Signature Page to Waiver Letter FOOTHILL INCOME TRUST, L.P., By: FIT GP, LLC, Its General Partner By: /s/ Name: Mike Bohannon Title: Managing Member Signature Page to Waiver Letter TORONTO DOMINION (TEXAS), INC. By: /s/ Name: Jill Hall Title: Vice President Signature Page to Waiver Letter WELLS FARGO BANK ALASKA, N.A. By: /s/ Name: Brent Ulmer Title: Vice President Signature Page to Waiver Letter AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc., As Sub Advisor By: /s/ Name: Scott Baskind Title: Authorized Signatory AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc., As Portfolio Advisor By: /s/ Name: Scott Baskind Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc., As Portfolio Advisor By: /s/ Name: Scott Baskind Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc., As Investment Advisor By: /s/ Name: Scott Baskind Title: Authorized Signatory Signature Page to Waiver Letter DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc., As Investment Advisor By: /s/ Name: Scott Baskind Title: Authorized Signatory INVESCO EUROPEAN CDO I.S.A. By: INVESCO Senior Secured Management, Inc., As Collateral Manager By: /s/ Name: Scott Baskind Title: Authorized Signatory SAGAMORE CLO LTD. By: INVESCO Senior Secured Management, Inc., As Collateral Manager By: /s/ Name: Scott Baskind Title: Authorized Signatory SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc., As Collateral Manager By: /s/ Name: Scott Baskind Title: Authorized Signatory Signature Page to Waiver Letter AMMC CDO I, Limited By: American Money Management Corp., as Collateral Manager By: /s/ Name: David P. Meyer Title: Vice President AMMC CDO II, Limited By: American Money Management Corp., as Collateral Manager By: /s/ Name: David P. Meyer Title: Vice President Signature Page to Waiver Letter FRANKLIN CLO I, LIMITED By: /s/ Name: Tyler Chan Title: Vice President FRANKLIN CLO II, LIMITED By: /s/ Name: Tyler Chan Title: Vice President FRANKLIN CLO III, LIMITED By: /s/ Name: Tyler Chan Title: Vice President FRANKLIN CLO IV, LIMITED By: /s/ Name: Tyler Chan Title: Vice President Signature Page to Waiver Letter FRANKLIN FLOATING RATE DAILY ACCESS FUND By: /s/ Name: Tyler Chan Title: Asst. Vice President FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Name: Tyler Chan Title: Asst. Vice President FRANKLIN FLOATING RATE TRUST By: /s/ Name: Tyler Chan Title: Asst. Vice President FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST By: /s/ Name: Tyler Chan Title: Asst. Vice President Signature Page to Waiver Letter ING PRIME RATE TRUST By: Aeltus Investment Management, Inc., as its Investment Manager By: /s/ Name: Mohamed Basma Title: Vice President ING SENIOR INCOME FUND By: Aeltus Investment Management, Inc., as its Investment Manager By: /s/ Name: Mohamed Basma Title: Vice President ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC, as its Investment Manager By: /s/ Name: Mohamed Basma Title: Vice President Signature Page to Waiver Letter ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC, as its Investment Manager By: /s/ Name: Mohamed Basma Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: ING Investments, LLC, as its Investment Manager By: /s/ Name: Mohamed Basma Title: Vice President PILGRIM CLO 1999-I LTD. By: ING Investments, LLC, as its Investment Manager By: /s/ Name: Mohamed Basma Title: Vice President Signature Page to Waiver Letter LCM I Limited Partnership By: Lyon Capital Management LLC, as Collateral Manager By: /s/ Name: LYON CAPITAL MANAGEMENT LLC Title: Farboud Tavangar Senior Portfolio Manager LCM II Limited Partnership By: Lyon Capital Management LLC, as Attorney in Fact By: /s/ Name: LYON CAPITAL MANAGEMENT LLC Title: Farboud Tavangar Senior Portfolio Manager Signature Page to Waiver Letter LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator As Designee By: /s/ Name: David Lundberg Title: VP Signature Page to Waiver Letter SEABOARD CLO 2000 LTD. By: David L. Babson & Company Inc. as Collateral Manager By: /s/ Name: David P. Wells, CFA Title: Managing Director