<Page>

*** CONFIDENTIAL PORTION has been omitted pursuant to a request for confidential
treatment by the Company to, and the material has been separately filed with,
the SEC. Each omitted Confidential Portion is marked by three Asterisks.

                      FIFTH AMENDMENT TO AND RESTATEMENT OF
                       CONTRACT FOR ALASKA ACCESS SERVICES

This Fifth Amendment and Restatement of the CONTRACT FOR ALASKA ACCESS SERVICES
("Fifth Amendment and Restatement" or "Agreement") is made as of the 22nd day of
January, 2005 (the "Effective Date"), between SPRINT COMMUNICATIONS COMPANY L.
P., a Delaware Limited Partnership (hereinafter referred to as "Sprint") and
GENERAL COMMUNICATION, INC. and its indirectly, wholly-owned subsidiary GCI
COMMUNICATION CORP., both Alaska corporations (together "GCI"). GCI and Sprint
collectively are the "Parties," and each individually are a "Party," to this
Agreement.

                                   BACKGROUND

     1.   GCI and Sprint entered into a CONTRACT FOR ALASKA ACCESS SERVICES,
          effective as of March 12, 2002 (the "Contract"). The Contract has been
          amended four times, respectively, as of July 24, 2002, December 31,
          2003, February 19, 2004 and June 30, 2004 (hereinafter collectively
          referred to as the "Amended Contract"). GCI currently carries Sprint
          *** pursuant to the Amended Contract. GCI currently carries Sprint ***
          State of Alaska pursuant to the Amended Contract.

     2.   GCI and Sprint desire to amend the Amended Contract by this Fifth
          Amendment and Restatement to address changes in requirements for
          traffic services and in doing so, agree to restate the Amended
          Contract for clarity as to the Parties' agreement as to their current
          and prospective obligations under this Fifth Amendment and
          Restatement.

     3.   On December 8, 2004, the Consolidated Appropriations Act for Fiscal
          Year 2005 (REF: H.R. 4818-537, "Legislation", attached as Exhibit 1)
          was signed into law. The Legislation stipulates:

          a. The governing rules and rates by which ***, such as GCI and Sprint,
          will sell and purchase Alaska Interstate *** services. Specifically,
          it sets Alaska wholesale market rates by element pursuant to Alascom
          F.C.C. Tariff No. 11, as summarized in Exhibit 2 ("Tariff 11 Rates and
          Definitions").

          b. The rates provided in Tariff 11, which were in effect as of
          November 15, 2004 will be reduced three percent (3%) annually
          beginning January 1, 2006. The three percent (3%) reduction will apply
          to each rate element in Tariff 11. Notwithstanding the annual rate
          reduction, these rates will apply beginning forty- five (45) days
          post-enactment (January 22, 2005) through December 31, 2009.

                                        1
<Page>

                           *** CONFIDENTIAL TREATMENT

     4.   As per Section 6 (A) 2 of the Contract, the Legislation materially
          affects the charges for Services provided and, subsequently, GCI and
          Sprint ***.

     5.   Except as modified herein, for services provided ***, the Amended
          Contract and each Party's rights under the Amended Contract shall
          remain in full force and effect. Neither Party waives any rights it
          may have under the Amended Contract for services provided ***. Any
          further amendments must be in writing and signed by both Parties. This
          Fifth Amendment and Restatement is deemed ***. The Parties agree that
          the terms and conditions of this Fifth Amendment and Restatement shall
          control for all services provided ***.

                                    AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, GCI and Sprint agree as follows:

1.   DEFINITIONS

          (A)  Bush and Non-Bush Locations: Bush locations are all Alaska
          end-office locations, excluding those locations which are set forth as
          Non-Bush locations, as listed in Exhibit 2 or as listed in Alascom FCC
          tariff No. 11.

          (B)  Consolidated Appropriations Act for FY 2005: A provision in this
          Legislation, which was signed into law on December 8, 2004, requires
          all carriers providing switched wholesale service elements in the
          Alaska Interstate market to provide such service at the existing FCC
          Tariff 11 rate for AT&T Alascom. See Exhibit 1.

          (C)  CONUS: This refers to traffic *** the State of Alaska. For the
          purposes of this Agreement, CONUS is defined as *** Alaska *** Sprint
          ***.

          (D)  Tariff 11 Services: Alascom FCC Tariff No. 11 (Common Carrier
          Services) governing *** services. See Section 1(H) below.

          (E)  ***: All ***, other than 800 and 900 traffic, which *** GCI ***
          facilities *** and *** Sprint *** for *** Alaska.

          (F)  ***: All *** 800 and 900 *** which *** Alaska and *** Alaska.

          (G)  ***: All *** which *** Alaska and *** Alaska.

          (H)  Sprint ***. All ***, and *** subject to Tariff 11 Services.

          (I)  Sprint Alaska *** and *** Service: All Sprint *** and ***
          requirements where *** State of Alaska.

                                        2
<Page>

                           *** CONFIDENTIAL TREATMENT

          (J)  Sprint Traffic: ***, and Sprint Alaska *** and *** Service.

          (K)  POP: Point of Presence.

2.   TRAFFIC SERVICES, CHARGES AND STANDARDS

          (A)  Traffic Services: Except as set forth in Section 2(A)(6), Sprint
          will utilize the *** services of GCI for all Sprint Traffic, and GCI
          will *** Sprint Traffic as set forth herein. The parties acknowledge
          *** by Sprint for *** hereunder, except for, as set forth in Section 4
          (c).

          1.   . GCI and *** Sprint ***.

          2.   ***. GCI *** and *** Sprint in ***.

          3.   ***. Sprint *** to the GCI POP ***. GCI shall route all ***
               received at the POP *** Alaska.

          4.   Sprint Alaska *** and *** Service. GCI shall *** Sprint at the
               GCI ***. GCI shall provide the *** to the Alaska *** the customer
               location.

          5.   Sprint Alaska Directory Assistance. Sprint *** Alaska Directory
               Assistance traffic to GCI ***. GCI shall *** Alaska Directory
               Assistance traffic to the *** directory assistance ***.

          6.   Exceptions. Notwithstanding the foregoing, where a Sprint
               customer utilizing the *** services of GCI requires ***, Sprint
               will notify GCI of the requirement. GCI will provide Sprint with
               the route of existing service. In its sole discretion, Sprint
               ***. In addition, where Sprint's customer *** an Alaska provider
               ***, Sprint ***. If either of these situations presents itself,
               Sprint will provide GCI with ***. Unless GCI objects to Sprint
               within *** of receiving such notice, Sprint. If there is a
               disagreement as to the applicability of this provision, the
               Parties agree to negotiate in good faith to resolve any such
               disagreement.

          (B)  Charges.

          1.   Tariff 11 Services. GCI shall charge and Sprint shall pay for
               services provided by GCI under this section at the rates set
               forth in Exhibit 2 hereto. There shall be a three percent (3%)
               decrease per rate element for switched Tariff 11 rate elements
               described in Exhibit 2 on an annual basis beginning January 1,
               2006. Effective ***, GCI *** Sprint for Sprint Alaska *** on ***
               in accordance with Exhibit 2. *** Sprint's ***, GCI will use the
               *** Sprint Alaska ***:

               a. ***. GCI agrees to facilitate Sprint's *** element set forth
               in Exhibit 2 through the use of "***." GCI will calculate the ***
               on Sprint's *** (see

                                        3
<Page>

                           *** CONFIDENTIAL TREATMENT

               Section 4(c) below) between ***" generated by GCI. Such *** is
               subject to review by Sprint and if there is a disagreement as to
               its accuracy, the Parties agree to use best efforts to resolve
               any discrepancy in a timely fashion. *** Sprint *** from CONUS to
               Anchorage on a *** for Sprint Alaska *** will be ***. If *** on
               the ***, after ***, GCI shall utilize on a ***. The *** on a ***
               incremental basis and at the ***, for any additional capacity
               needed for Sprint ***, or ***.

               b.   ***. GCI shall provide services *** Sprint *** for its
               traffic *** through the use of ***. GCI *** calculate ***
               Sprint's *** requirements, *** requirement for Sprint's *** per
               *** the *** does exceed Sprint's *** after allocation of *** for
               Sprint's *** requirements, ***, on a *** basis and at the ***,
               for any additional *** needed for Sprint ***, or ***.

               c.   ***. As set forth in Exhibit 2, GCI will charge Sprint all
               appropriate Tariff 11 rate elements for Sprint *** to/from
               locations ***. Sprint, at its sole option, may *** basis to ***.

               d.   Reconfiguration. Sprint may at any time *** Tariff 11 Rates
               ***.

          2.   Interstate LEC Access and Entrance Facility Charges. GCI shall
               pay the Alaska *** charges and all Alascom *** charges for Sprint
               ***. GCI shall charge Sprint *** to recover the costs for
               terminating or originating Sprint *** to Alaska LECs using GCI's
               direct end office trunking according to the rates provided under
               the LEC tariff (see "LEC Interstate Access Rates", as summarized
               in Exhibit 3). LEC access rates ***. These rates are subject to
               change according to LEC tariffs, specifically, the local tariffs
               of ACS of Alaska, GCI, and NECA. GCI will provide Sprint the ***
               with all *** and *** invoices. GCI shall provide Sprint written
               notice of changes to any Interstate LEC Access rates. GCI shall
               provide Sprint an update of Exhibit 3 *** throughout the term of
               the Agreement.

          3.   *** Charges.

               (a)  Any *** charges associated with the ***, due to FCC Docket
               #86-10, shall be passed on to Sprint.

               (b)  Sprint assumes the responsibility for reporting and
               compensating *** for compensable ***, carried by GCI, as a subset
               of ***.

               GCI and Sprint shall cooperate with each other, and agree to make
               records available (subject to reasonable confidentiality
               restrictions, where appropriate) to verify proper and timely
               reporting, payment, and billing for *** originated dial-around
               calls and to help manage questions or disputes raised by ***
               owners or their agents.

                                        4
<Page>

                           *** CONFIDENTIAL TREATMENT

               The Parties acknowledge that FCC requirements and industry
               practices for per-call compensation for *** calls may change
               during the term of this Agreement. Either Party may re-open this
               provision of this Agreement, upon *** written notice, to
               re-negotiate in light of changes in applicable FCC rules or
               common industry practices thereunder.

          4.   Sprint Alaska *** and *** Service.

               (a)  GCI will charge Sprint its *** for both (1) the *** sold in
               units equal ***, and (2) *** Services, from all points in Alaska.

               (b)  During the term of the Agreement, GCI will provide Sprint a
               *** of the *** charges for circuits sold in increments of ***. In
               addition, GCI will provide Sprint a *** on all Sprint *** Port
               and *** charges. Collectively, these two (2) *** shall be
               referred to as the "Alaska *** Contract ***". The Alaska ***
               Contract *** will be applied to the next monthly invoice.

               (c)  Sprint agrees to lease from GCI ***, with an effective ***.
               This *** will be used to implement the ***. GCI will perform this
               transition ***, with no dual facility charges to Sprint for the
               transition. Sprint agrees to the terms and conditions of the
               provision, under this Section 2(B)(4)(c), for this *** for the
               agreed-upon term ending on ***, as if the Agreement were still in
               effect with respect to such circuit, notwithstanding either (1)
               the expiration of the initial term of the Agreement on ***, or
               (2) any termination or change in any or all of the other services
               provided under this Contract. Provided, however, both Parties
               agree that with respect to all other services provided under this
               Agreement, Sprint's obligations with respect to such services
               shall expire ***, unless automatically extended under Section 3.
               In addition, Sprint retains the rights with respect to all other
               services as set forth in Section 2 (G), which rights do not apply
               to this provision. GCI shall issue Sprint a *** of the total ***
               for this facility. *** for the ***, is ***. Sprint Traffic
               requirements for data *** will be billed at the *** or ***.

               (d)  Sprint shall lease from GCI ***. The *** for this capacity
               is ***. This *** will be used to implement the ***. GCI will
               perform this transition ***, with no *** to Sprint ***. GCI
               agrees to issue a *** for this facility. Total *** for this ***.
               Sprint Traffic requirements for *** of the *** will be billed at
               the ***. At its sole option, upon *** to GCI, Sprint *** its
               lease from *** to a *** GCI *** the *** rate of ***.

               (e)  Sprint shall lease from GCI ***. The *** for this *** is
               ***. This *** will be ***, with *** to Sprint ***. GCI agrees to
               issue a *** equal to *** for this facility. Total *** for this
               ***. Sprint Traffic requirements for *** of the *** will be
               billed at the ***. At its sole option, *** to GCI, Sprint *** its

                                        5
<Page>

                           *** CONFIDENTIAL TREATMENT

               lease from *** to a ***, at best GCI *** the *** Contract
               Discount rate of ***.

               (f)  GCI will lease to Sprint a ***. The *** for this *** is ***.
               This *** will be used to implement the ***. GCI will perform this
               ***, with *** to Sprint ***. GCI agrees to issue a *** for this
               facility. Total *** for this ***, is ***. Sprint Traffic
               requirements for *** of the *** billed at the ***. At its sole
               option, upon *** to GCI, Sprint *** its lease from *** to a ***,
               at best GCI *** the *** rate of ***.

               (g)  Sprint shall lease from GCI ***. The *** for this ***. This
               ***. GCI will perform ***, with *** charges to Sprint ***. Sprint
               Traffic requirements *** of the *** will *** billed. At its sole
               option, upon *** to GCI, Sprint *** its lease from *** to a ***,
               at best GCI *** the *** rate of ***.

               (h)  All *** associated with the Sections 2 (B) (4) (c), (d),
               (e), (f) and (g) initial network reconfigurations contained
               herein *** by GCI.

               (i)  *** charges shall be applied in addition to the charges
               specified in Sections 2 (B) (4) (c), (d), (e), (f), and (g)
               above. These charges shall be invoiced by GCI to Sprint *** as
               follows:

                    1.   *** shall mean an arrangement that ***. The *** for
                    this service is ***.
                    2.   *** shall mean an arrangement that ***. The *** for
                    this service is ***.

               The calculation for *** charges shall be performed *** for all
               Sprint *** leased *** circuits which carry *** circuit. The total
               amount billed for *** shall be derived by *** as itemized in the
               *** and on a *** basis.

              (j) Interstate LEC Access and Local Loop Charges. GCI shall pay
              the Alaska *** charges. GCI shall charge Sprint *** to recover the
              costs for these loops according to the rates provided under the
              LEC tariff. These rates are subject to change according to LEC
              tariffs, specifically, the local tariffs of ACS of Alaska, GCI,
              and NECA. GCI shall provide Sprint written notice of changes to
              any Interstate LEC Access rates.

          5.   Sprint *** Assistance. GCI shall charge *** for each Sprint ***
               Assistance call.

          (C)  Billing. GCI will bill Sprint for the services outlined in this
               Agreement ***, in a format acceptable to Sprint and containing
               sufficient detail for Sprint to properly validate the bill.
               Sprint will pay all non-disputed amounts *** days of the receipt
               of the invoice(s).

          (D)  Timing of Calls.

               The time of the message billing for all Sprint Traffic shall
               begin with *** and end ***. For the purposes of GCI billing,
               messages ***. Additionally, messages will be invoiced with an
               initial billing ***.

                                        6
<Page>

                           *** CONFIDENTIAL TREATMENT

          (E)  *** Customer. The *** pricing, for all combined services, that
               GCI charges Sprint will be *** during the term of this Agreement.
               GCI shall provide Sprint with *** customer pricing *** for ***,
               and *** services. GCI will provide pricing for *** and ***
               services at rates *** the Agreement.

          (F)  Network Performance Standards. Each Party will ensure that the
               industry standards pertaining to the transmission and delivery of
               traffic are maintained at all times.

               a.   GCI will provision all Sprint Traffic transiting GCI's fiber
               optic network between Anchorage, Alaska and the contiguous United
               States on *** fiber optic facilities with a combined annual
               availability ***.

               b.   GCI will provision all Sprint Traffic transiting GCI's
               network between Anchorage, AK and Juneau, AK on *** with the
               ability to ***.

               c.   GCI will provision all Sprint Traffic transiting GCI's
               network between Anchorage, AK and Fairbanks, AK on *** with the
               ability to ***.

               d.   GCI will not use *** GCI's terrestrial networks. GCI ***
               will include, ***, network ***.

          (G)  Meetings and Price Adjustments. Both Parties agree to meet and
               review the Alaska *** on or about *** the remaining term of the
               Agreement. If, at the time of the *** review, *** GCI ***
               provided Sprint with a comprehensive offer for all Sprint traffic
               (including *** along with all *** and ***) and which lowers
               Sprint's total price for all Alaska services, the pricing shall
               be disclosed to GCI broken out into the following product groups:
               ***, and *** services. If GCI does not offer pricing ***, Sprint
               may terminate its commitment in Section 2 to use GCI for all
               Sprint Traffic by giving ***. Notwithstanding the foregoing, the
               lease set forth in Section 2(B)(4)(c) hereof shall remain in full
               force and effect until ***. Sprint agrees to perform sufficient
               due diligence on competitive offers as it deems necessary to
               accurately assess the level of network protection provided to
               Sprint for each network route segment. The Parties agree,
               however, that a competitive offer does not have to have the same
               level of network protection in order to be comprehensive. ***,
               GCI and Sprint will review Sprint's *** to evaluate the use of
               ***. GCI will provide recommendations to Sprint as well as
               supporting documentation.

          (H)  *** Consolidation. GCI and Sprint will immediately begin a ***
               Consolidation" project to further *** and ***) and *** on a ***
               orders from ***; nor changes in Circuit Facility Assignments. GCI
               and Sprint ***.

                                        7
<Page>

                           *** CONFIDENTIAL TREATMENT

               Effective as of the first of the month following the date of
               execution of this Agreement, and ***, GCI will provide Sprint ***
               by the *** until the billing conversion is completed and the ***
               for *** and ***) and *** services. GCI will provide Sprint with a
               ***, which will itemize capacity used and *** of Sprint's ***
               Leased ***.

3.   TERM

          Term. All services provided in this Agreement shall be for a term
          ending ***, except as otherwise stated herein. The term shall be
          automatically extended for two (2) one (1) year periods through and
          including March 31, 2009, unless either Party elects *** by providing
          written notice ***.

4.   DEFAULT AND REMEDY

          (A) Events of Default. A Party shall be in default upon the occurrence
          of any of the following:

                    1.   The Party shall have failed to make any payment when
                         due, coupled with its failure to remedy nonpayment
                         within *** from the other Party.

                    2.   The Party shall have failed to perform its obligations
                         under Section 2 coupled with failure to remedy
                         nonperformance *** from the other Party.

                    3.   The Party shall not have paid, or shall have admitted
                         in writing its inability to pay, its debts as it
                         matures or shall have applied for, consented to or
                         acquiesced in the appointment of a trustee or receiver
                         for any part of its property, or shall have authorized
                         any such action; or in the absence of any such
                         application, consent or acquiescence a trustee or
                         receiver shall have been appointed for a Party or for
                         the substantial part of its property and shall not have
                         been discharged ***; or any bankruptcy or insolvency
                         law or any dissolution or liquidation proceeding shall
                         have been instituted by the part or, if instituted
                         against the Party, shall not have been dismissed ***.

          (B) Consequence of Default and Remedies. In the event of default, the
          non-defaulting Party shall have the right, immediately upon written
          notice to the defaulting Party, to terminate this Agreement without
          further liability, including monetary early termination charges,
          except for obligations incurred prior to the termination date. In
          addition, the non- defaulting Party shall have the option and may
          exercise the dispute resolution outlined in Section 4 (C), below.

          (C) Dispute Resolution. Any controversy or claim arising out of or
          relating to this Agreement, or the breach thereof, shall be settled by
          arbitration in accordance with the Commercial Arbitration Rules of the
          American Arbitration Association,

                                        8
<Page>

          and judgment upon the award rendered by the arbitrator(s) may be
          entered in any court having jurisdiction thereof. One arbitrator shall
          be named by GCI and one arbitrator shall be named by Sprint. A third
          arbitrator shall be named by the two arbitrators so chosen, or if they
          cannot agree, the third arbitrator shall be an expert in the field of
          telecommunications named by the American Arbitration Association. Both
          Parties shall be required to name arbitrators within twenty (20) days
          after the one Party has given notice of intent to arbitrate. Awards
          shall be made by the majority decision of the arbitrators provided,
          however, that if a majority decision cannot be reached, the
          independent arbitrator chosen by the Party-designated arbitrators or
          the American Arbitration Association shall decide the case.

5.   MISCELLANEOUS

          (A)  Force Majeure, Change in Law or Regulation

          1.   Neither Party shall be liable for failure to perform hereunder
               due to any contingency beyond its reasonable control, including
               acts of God, fires, floods, earthquakes, volcanic eruptions,
               wars, sabotage, accidents, labor disputes or shortages,
               government laws, ordinances, rules and regulations whether valid
               or invalid, inability to obtain material, equipment or
               transportation, defective equipment and any other similar or
               different contingency. The Party whose performance is prevented
               by any such contingency shall have the right to omit during the
               period of such contingency all or any portion of the service
               deliverable during such period.

          2.   If substantial change in law or regulation occurs materially
               affecting the services, charges or other requirements and
               conditions of this Agreement to the degree that one or both of
               the Parties are materially and adversely affected, the Parties
               shall negotiate amendments to the Agreement to restore the
               Parties to substantially the same position as if the law or
               regulatory change had not occurred. In the event that this
               Agreement cannot be changed to restore the Parties substantially
               to the status quo ante, either Party may terminate this
               Agreement.

          (B)  Modifications, Consents, and Waivers. No failure or delay on the
               part of either Party in exercising any power or right hereunder
               or under another document shall operate as a waiver thereof, nor
               shall any single or partial exercise of any such right or power
               preclude any other or future exercise thereof or the exercise of
               any other right or power. No amendment, modification or waiver of
               any provision of this Agreement or the other documents, no
               consent to any departure by the Party therefrom shall be
               effective only in the specific instance and for the purpose for
               which given. Except as otherwise provided in any document, no
               notice to or demand on a

                                        9
<Page>

                           *** CONFIDENTIAL TREATMENT

               Party in any case shall entitle that Party to any other or future
               notice or demand in similar or other circumstances.

          (C)  Notices. Unless otherwise provided herein, all notices concerning
               this Agreement shall be deemed given on the day telecopied with
               hard copy mailed follows:

               If to Sprint:
               Sprint Communications Company
               Attn: Director, Access Management
               6360 Sprint Parkway
               Overland Park, KS 66251

               With a copy to Attn:  Manager, Tactical Access Planning
               Facsimile:  (913) 762-0528

               If to GCI:
               General Communication, Inc.
               2550 Denali Street, Suite 1000
               Anchorage, AK  99503
               Attn: Corporate Counsel

               With a copy to Attn: Vice President and General Manager, Long
               Distance and Wholesale Services
               Facsimile:  (907) 868-6292

               A Party may change the address, person, and facsimile number by
               written notice to the other Party.

          (D)  Confidentiality. Neither Party shall disclose to any third party
               during the service term and any renewal period, or during the ***
               under this Agreement, any of the terms and conditions set forth
               in this Agreement without the prior written consent of the other
               Party, unless such disclosure is required to be disclosed by law
               or is necessary in any legal proceeding establishing the rights
               and obligations under this Agreement.

          (E)  Rule of Construction. All Parties to this Agreement have been
               represented by separate counsel, or have been afforded the
               opportunity thereof, and all terms and conditions herein have
               been negotiated at arms' length. Given the above and the
               consideration provided within this document, the rule of strict
               construction, which constitutes the document against the drafter,
               is waived in its entirety by all Parties and shall not apply.

          (F)  Binding Effect and Assignment. This Agreement shall be binding
               upon and inure to the benefit of the Parties and their respective
               successors and assigns,

                                       10
<Page>

               except that the Parties may not assign or transfer any part of
               this Agreement hereunder without the other Party's prior written
               consent except to a parent subsidiary or affiliate under control
               of the Party.

          (G)  Entire Agreement. This Agreement and the other documents
               described herein set forth the entire Agreement between the
               Parties, supersedes all prior communications and understandings
               of any nature, and may not be supplemented or altered orally. In
               the event of a conflict between the provisions of this Agreement
               and any of the other documents, the provisions of this Agreement
               shall control.

          (H)  Governing Law. This Agreement and other documents shall be deemed
               to be contracts under the laws of the State of Kansas and for all
               purposes shall be construed in accordance with and governed by
               the laws of said State.

          (I)  Headings. Articles and section headings used in this Agreement
               are for convenience only and shall not affect the construction of
               this Agreement.

          (J)  Execution in Counterparts. This Agreement may be executed by the
               Parties hereto individually or in separate counterparts, each of
               which shall be an original and all of which taken together
               constitutes one and the same document.

               IN WITNESS WHEREOF, the Parties hereto each acting with proper
               authority have executed this Fifth Amendment as of the Effective
               Date.


                                            SPRINT COMMUNICATIONS COMPANY L.P.

                                            By: /s/

                                            Printed Name: Gary B. Lindsey

                                            Title: Director, Access Management


                                            GCI COMMUNICATION CORP.

                                            By: /s/

                                            Printed Name: Richard Westlund

                                            Title: Vice President & General
                                            Manager, Long Distance & Wholesale
                                            Services

                                       11
<Page>

                                                                       Exhibit 1

                       Alaska Market Structure Legislation
          An excerpt from the Consolidated Appropriations Act for FY05

H. R. 4818--537

SEC. 112. (a) Notwithstanding any other provision of law or any contract: (1)
the rates in effect on November 15, 2004, under the tariff (the "tariff")
required by FCC 94-116 (reduced three percent annually starting January 1, 2006)
shall apply beginning 45 days after the date of enactment of this Act through
December 31, 2009, to the sale and purchase of interstate switched wholesale
service elements offered by any provider originating or terminating anywhere in
the area (the "market") described in section 4.7 of the tariff (collectively the
"covered services"); (2) beginning April 1, 2005, through December 31, 2009, no
provider of covered services may provide, and no purchaser of such services may
obtain, covered services in the same contract with services other than those
that originate or terminate in the market, if the covered services in the
contract represent more than 5 percent of such contract's total value; and (3)
revenues collected hereunder (less costs) for calendar years 2005 through 2009
shall be used to support and expand the network in the market.
(b) Effective on the date of enactment of this Act: (1) the conditions described
in FCC 95-334 and the related conditions imposed in FCC 94-116, FCC 95-427, and
FCC 96-485; and (2) all pending proceedings relating to the tariff, shall
terminate. Thereafter, the State regulatory commission with jurisdiction over
the market shall treat all interexchange carriers serving the market the same
with respect to the provision of intrastate services, with the goal of reducing
regulation, and shall not require such carriers to file reports based on the
Uniform System of Accounts. (c) Any provider may file to enforce this section
(including damages and injunctive relief) before the FCC (whose final order may
be appealed under 47 U.S.C. 402(a)) or under 47 U.S.C. 207 if the FCC fails to
issue a final order within 90 days of a filing. Nothing herein shall affect rate
integration, carrier-of-last-resort obligations of any carrier or its successor,
or the purchase of covered services by any rural telephone company (as defined
in 47 U.S.C. 153(37)), or an affiliate under its control, for its provision of
retail interstate interexchange services originating in the market.

<Page>

                           *** CONFIDENTIAL TREATMENT
                                                                       Exhibit 2

                         Tariff 11 Rates and Definitions

1.   Rate Elements:

<Table>
<Caption>
                         Rate Element                   Charge Per Minute
               ----------------------------------   -------------------------
               <S>                                             <C>
               CONUS/Alaska Transport                          $***

               Non-Bush Switching                              $***

               Bush Switching                                  $***

               Bush Switching                                  $***

               Intra-Alaska Non-Bush Transport                 $***

               Intra-Alaska Bush Transport                     $***

               LEC Interstate Access                            ***

               Toll Free Query Charges                          ***
</Table>

2.   Non-Bush Locations:

<Table>
               <S>                        <C>                         <C>
               Adak                       Fairbanks                   Ninilchik
               Anchorage                  Fort Richardson             North Pole
               Big Lake                   Fort Wainwright             Palmer
               Bird Creek                 Girdwood                    Seldovia
               Chugiak                    Homer                       Seward
               Cordova                    Hope                        Sitka
               Deadhorse                  Juneau                      Soldotna
               Douglas                    Kenai                       Unalaska
               Eagle River                Ketchikan                   Valdez
               Eielson AFB                Kodiak                      Wasilla
               Elmendorf AFB              N. Kenai                    Willow
</Table>

3.   Definitions:

          CONUS/Anchorage Transport: The rate element charged to transport a
          Minute of Use (MOU) from the Portland Point of Interconnection (POI)
          to the Anchorage Switch. An interexchange carrier (IXC) may purchase
          dedicated transport from their lower 48 location to Anchorage. If a
          carrier purchase dedicated transport, then a dedicated charge would
          apply in lieu of the CONUS/Alaska transport rate element.

          Non-Bush Switching: The rate element charged to switch a MOU when an
          interstate switched voice call originates or terminates to an Alaska
          location listed above in "Non-Bush Locations" .

          Bush Switching: The rate element charged to switch a MOU when an
          interstate switched voice call originates or terminates to an Alaska
          location NOT listed above in "Non-Bush Locations".

          Intra-Alaska Non-Bush Transport: The rate element charged to transport
          a MOU when an interstate switched voice call originates or terminates
          to an Alaska location listed above in "Non-Bush Locations".

<Page>

          Intra-Alaska Bush Transport: The rate element charged to transport a
          MOU when an interstate switched voice call originates or terminates to
          an Alaska location NOT listed above in "Non-Bush Locations".

          LEC Interstate Access: The rate element charged to originate or
          terminate an interstate switched voice call to a Local Exchange
          Carriers (LEC) end office switch. This element is not specifically
          defined in Alascom FCC Tariff No. 11. This element varies depending on
          LEC tariff and must be added to determine the complete per minute rate
          for Alaska interstate switched voice service.

          Toll Free Query Charges: The rate element charged to perform the
          necessary SS7 look-up to determine the carrier of toll free calls
          originating from Alaska LEC end offices. This is a per call charge
          assessed at a pass though from the LEC tariff.

<Page>

                           *** CONFIDENTIAL TREATMENT

                                                                       EXHIBIT 3
                           LEC Interstate Access Rates

<Table>
<Caption>
                                                                               LEC
                             Rate                                             ACCESS
  NXX      OCN     Remote    Band       LOC NAME             SWITCH            RATE
--------- ------- --------- ------- ------------------ -------------------- -----------
<S>       <C>     <C>         <C>   <C>                <C>                      <C>
661       3001                8     ANATVKPASS         AKPSAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
633       3001                8     ATKASUK            ATKSAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
852       3001                8     BARROW             BRRWAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
640       3001                8     KAKTOVIK           KKTVAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
480       3001                8     NUIQSUT            NUSTAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
368       3001                8     POINT HOPE         PNHPAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
833       3001                8     POINT LAY          PNLYAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
763       3001                8     WAINWRIGHT         WNRTAKXADS1              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
659       3001                8     DEADHORSE          DHRSAKXA659              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
670       3001                8     DEADHORSE          DHRSAKXA659              ***
--------- ------- --------- ------- ------------------ -------------------- -----------
</Table>