AMENDED AND RESTATED
                           MEMORANDUM OF UNDERSTANDING



This amended and restated memorandum of understanding (the "Memorandum of
Understanding") dated effective as of January [ ], 2006 (the "Effective Date")
sets forth the principal terms and conditions of transactions (collectively, the
"Transactions") proposed to be consummated among Alaska DigiTel, LLC, an Alaska
limited liability company ("AKD"), all of the members of AKD, all of the members
of Denali PCS, LLC, an Alaska limited liability company ("Denali"), and General
Communication, Inc., an Alaska corporation ("GCI").


                               Guiding Principles

AKD operates a wireless telecommunications business within the State of Alaska
and currently owns all of Pacificom Properties, LLC ("Properties"), an Alaska
limited liability company that owns AKD's headquarters building subject to a
mortgage at Northrim Bank.

Denali, an Alaska limited liability company under common control with AKD, holds
additional spectrum capacity.

GCI desires to acquire 100% of the Denali membership interests and to contribute
such interests so acquired together with additional capital in exchange for AKD
Units (hereinafter defined) based upon an agreed equity value of AKD and Denali
of $26MM, in the aggregate.

This Memorandum of Understanding shall be binding on all parties hereto.

                               The Understandings

1. Pre-Closing Arrangements.

   a. Within a commercially reasonable period of time following execution of
      this Memorandum of Understanding, GCI and AKD will enter into an agreement
      ("Interim Loan Agreement") providing for secured loans ("Interim Capital
      Loans") to be advanced to AKD prior to the closing of the Transactions
      (the "Closing") by GCI, directly, or by a financial institution enhanced
      by GCI's guaranty and to be repaid upon the earlier of the funding of the
      credit facility described in Section 8 below or [nine months from the
      first advance under the Interim Loan Agreement], together with interest on
      the unpaid balance accruing at the same rate as paid by GCI Holdings, Inc.
      on its then-outstanding senior credit facility. The Interim Capital Loans
      will not exceed $3MM and will be used for capital improvements to be made
      by AKD as approved by GCI, which approval is not to be unreasonably
      withheld or delayed. GCI hereby approves the capital improvements
      described on Annex A to be funded with the first draw upon the Interim
      Capital Loans covering AKD's capital improvement expenditures forecasted
      through April 30, 2006.
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      The obligation to make advances pursuant to the Interim Loan Agreement
      will terminate upon the Closing. The Interim Loan Agreement and the
      Interim Capital Loans will be subject to the prior approval of Co-Bank.
      GCI will use all reasonable efforts to assist AKD in obtaining any such
      approval from Co-Bank. AKD authorizes GCI and Co-Bank to have direct
      discussions for the foregoing purposes.

   b. In advance of the Closing:

        i.   The existing members of AKD will transfer all, except for a
             to-be-determined nominal portion thereof (the "Nominal Interest
             Holders"), of their respective membership interests in AKD to a
             to-be-formed limited liability company ("Parent AKD").

        ii.  Parent AKD will approve the modifications of AKD's operating
             agreement in accordance with the provisions of paragraph 3 below.
             Following such modifications, AKD will have only one class of
             membership interests having an allocated value of $20MM,
             represented by 1999 units then issued to Parent AKD and one (1)
             unit issued to Nominal Interest Holders.

        iii. All cash and equivalents in which AKD has an interest on the day
             prior to the Closing shall be distributed by AKD to Parent AKD and
             the Nominal Interest Holders, as their interest may appear.

2. Transfer of Denali Membership Interests to GCI. At the Closing, Denali's
   members will transfer to GCI all issued and outstanding Denali membership
   interests in exchange for $6MM in readily available funds. The transfers of
   such interests, and/or the underlying spectrum license(s), will be subject to
   all necessary regulatory approvals.

3. Reorganization of AKD. At the Closing:

   a. AKD will amend and restate its operating agreement (the "AKD Operating
      Agreement") to (i) provide that the interest of its members will consist
      of one class of membership interests represented by units (the "AKD
      Units"), (1) (ii) provide that all operating and capital distributions
      will be made to the members in proportion to the number of AKD Units held
      by each member, and (iii) contain such other terms and conditions to
      conform to this Memorandum of Understanding. AKD will continue to be taxed
      as a partnership for federal income tax purposes.

   b. Except for cash and equivalents, which will be distributed to AKD's
      members in advance of the Closing, AKD will retain at the Closing all of
      its assets (including, without limitation, all real and personal property,
      tangibles and intangibles, goods, contract rights, documents, instruments,
      general intangibles, goodwill, equipment, machinery, inventory,
      copyrights, trademarks, trade names, licenses, and its membership
      interests in Properties).


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1. Prior the Closing, all AKD Units will be issued to and held by Parent AKD and
   the Nominal Interest Holders.

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   c. At Closing, AKD will retain and pay in accordance with the terms thereof
      all Current Liabilities (defined below) and the indebtedness set forth on
      Annex B. AKD will have accounts receivable and other current assets
      (excluding cash and its equivalents) (collectively, the "Current Assets")
      expected to equal or exceed accounts payable, accrued expenses, property
      taxes and other current non-interest bearing obligations (collectively,
      the "Current Liabilities"). Exclusive of the Current Liabilities, the
      aggregate of all interest bearing obligations owed by AKD and Properties
      is expected to approximate $12,517,725, as detailed on Annex B hereto.

   d. The applicable transaction documents shall provide for an adjustment in
      the number of AKD Units to be issued to GCI pursuant to Section 4 below to
      the extent that (i) the interest-bearing obligations of AKD are greater or
      less than $12,517,725 as of the Closing date and/or (ii) the net working
      capital (Current Assets less non-interest bearing liabilities) is greater
      or less than zero.

4. GCI Contributions. At the Closing:

   a. GCI will contribute $10MM in readily available funds to AKD's capital in
      exchange for 1,000 AKD Units.

   b. GCI will contribute to AKD all of the Denali membership interests acquired
      pursuant to Section 2 in exchange for 600 AKD Units. Subsequent to
      Closing, AKD will re-merge under FCC law and regulations the AKD spectrum
      and the Denali spectrum capacity such that the combined spectrum
      effectively reconstitutes the original FCC "A" block PCS 30 MHz spectrum,
      no longer disaggregated.

5. GCI's Purchase of AKD Units. At the Closing, GCI will, at the request of AKD,
   purchase up to an additional 2,000 AKD Units from AKD at a price equal to
   $1MM in readily available funds for each 100 AKD Units so acquired. The
   proceeds from the issuance of such additional AKD Units will be used by AKD
   to redeem an equal number of AKD Units from Parent AKD and Nominal Interest
   Holders.(2) If GCI is requested to purchase more than an additional 1,350 AKD
   Units from AKD, GCI will have the option to purchase all 2,000 AKD Units at
   the same $1MM in readily available funds for each 100 AKD Units. In the event
   GCI exercises such latter option, then AKD will redeem all remaining AKD
   Units from Parent AKD and the Nominal Interest Holders, GCI will thereafter
   own all issued and outstanding AKD Units, Sections 6 through 15 will be
   inoperative and of no further force or effect and the Management Agreement
   between AKD and Poplar Associates LLC shall be terminated without any cost or
   liability to AKD or GCI.

6. Formation of MBO-CO.

   a. At Closing, AKD will grant a 6% interest in the future profits of AKD (as
      adjusted pursuant to Section 6.c and Section 10 below, the "MBO-CO Profits
      Interest") to a limited liability company to be formed by certain members
      of AKD senior management ("MBO-CO").


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2. The AKD Units held by the Nominal Interest Holders shall be redeemed first,
   so that following such redemption the Nominal Interest Holders will have no
   further membership interests in AKD.

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<PAGE>
   b. AKD shall enter into a management agreement ("Management Agreement") with
      MBO-CO that is substantially similar to the existing management agreement
      between AKD and Poplar Associates, LLC, with an initial 5 year term and
      automatic 1 year renewal terms thereafter, unless either party gives
      written notice of termination for material cause or without cause as long
      as such termination is accompanied by payment of the Break-Up Fee. The
      Management Agreement will contain a break-up fee (the "Break-Up Fee") that
      will be payable in the event that the agreement terminates for any reason,
      or in the event that GCI exercises a call option pursuant to Section 10.a
      below, or if AKD is sold to a party unaffiliated with any AKD member. The
      amount of the Break-Up Fee will equal $1.8MM in readily available funds
      multiplied by the EBITDA Multiplier (as defined below). The existing
      management agreement between AKD and Poplar Associates will be terminated
      without cost or liability to AKD, unless otherwise approved by GCI in its
      sole discretion.

   c. In the event that the Management Agreement terminates for any reason, GCI
      exercises its call option pursuant to Section 10 below or if AKD is sold
      to a party unaffiliated with any AKD member, then the amount of the MBO-CO
      Profits Interest shall be adjusted to equal the amount obtained after
      multiplying 6% by the applicable EBITDA Multiplier (subject to any
      adjustments specified in Section 10). By way of example, if the EBITDA
      Multiplier is equal to 1.5, then the MBO-CO Profits Interest will
      represent a total of 9% in the future profits of AKD following its
      formation.

   d. The EBITDA Multiplier shall equal the quotient of (i) the earnings before
      interest, taxes, depreciation and amortization of AKD determined in
      accordance with U.S. generally accepted accounting principles ("EBITDA")
      for the calendar quarter in which GCI gives notice of its exercise of its
      call option, divided by (ii) the forecasted amount of EBITDA for the same
      quarter as set forth in Annex C hereto; provided, that if such calculation
      yields a number lower than one, the EBITDA Multiplier will equal one, and
      if such calculation yields a number higher than two, the EBITDA Multiplier
      will equal two. If it is determined that the managers have taken any
      extraordinary actions not in the ordinary course of business or consistent
      with past practice (and which actions have not been approved by a
      unanimous consent of the AKD Board) for the purpose of increasing EBITDA
      for any particular calendar quarter with respect to which the EBITDA
      Multiplier is calculated, then appropriate adjustments will be made to
      EBITDA for such quarter in order to negate the impact of such
      extraordinary actions. Notwithstanding the foregoing, the parties shall
      mutually negotiate any appropriate adjustment to the EBITDA Multiplier to
      negate the impact of any extraordinary costs incurred in such period for
      AKD Board, such as for approved marketing costs and/or integration
      activities.

7. AKD Governance.

   a. AKD will be governed by a board of managers (the "AKD Board") that will
      operate in a manner that is the functional equivalent of a corporate board
      of

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<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.

      directors. The AKD Board will consist of between 4 and 8 members. The
      parties agree that AKD shall comply with any requirement for independent
      board member(s) under the Sarbanes-Oxley Act, which may arise because of
      GCI's ownership of AKD Units.

   b. GCI will have the right to designate one person to serve on the AKD Board.
      Parent AKD will have the right to designate up to seven persons to serve
      on the AKD Board. GCI's board member shall have the right to have a GCI
      employee or agent accompany him/her to meetings, to serve in an advisory
      capacity.

   c. Each year the AKD Board will approve the annual AKD operating and capital
      budget including the types of equipment to be purchased and implemented
      into the AKD network. Such actions will require unanimous approval, not to
      be unreasonably withheld or delayed.

   d. GCI will have customary minority protection rights, including but not
      limited to the right to approve any new businesses, acquisitions,
      dispositions, mergers, admission of new members, distribution of new
      units, capital calls, debt incurrence, related party transactions, winding
      up or dissolution of AKD, amendment of the AKD Operating Agreement, annual
      operating and capital budgets, bankruptcy, redemption of AKD Units or
      extraordinary distributions thereon, or change in the organizational form
      of AKD.

   e. To the extent that the GCI interests in AKD exceed any allowable control
      requirements for ownership of wireless carriers under any agreement or
      understanding to which GCI may be bound, the AKD Operating Agreement will
      include curative provisions regarding voting and economic interests.

8. AKD Refinancing. As soon as practicable after the Closing, but not more than
   90 days after the Closing, AKD will refinance its obligations (except as set
   forth in Section 3.c) with a lender and upon terms and conditions which shall
   require unanimous approval of the AKD Board, which shall not be unreasonably
   withheld or delayed. GCI shall agree to provide reasonable cooperation with
   the AKD Refinancing. The senior facility will provide a term component and a
   revolving line component aggregating no more than $15 million but sufficient
   to fund AKD's business plan as approved pursuant to Section 7.c.

9. Tax Distributions. AKD shall make annual tax distributions to its members in
   proportion to their respective ownership interests in AKD.

10. ***.

   a. ***.

        i.  Within *** following the Closing, *** will have the *** for *** of
            (x) the *** (***, with such *** in the AKD Operating Agreement, or
            (y) the ***, as set forth in the AKD Operating Agreement ***. Upon
            the closing of such *** of only the applicable Break-Up Fee, the
            MBO-CO Profits Interest ***.


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<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.

        ii. After *** but before *** Closing, *** will have the *** for the ***
            (x) the *** as determined by *** the AKD Operating Agreement, or (y)
            the ***, as set forth in the AKD Operating Agreement ***. Upon the
            closing of a *** subclause (x) of this paragraph and *** Break-Up
            Fee *** MBO-CO Profits Interest ***, the MBO-CO Profits Interest
            ***. Upon the closing of a *** subclause (y) of this paragraph and
            *** Break-Up Fee, the MBO-CO Profits Interest ***.

        iii. After *** following Closing, *** will have the *** as determined by
            an *** in accordance with the procedures specified in the AKD
            Operating Agreement. Upon the closing of such *** Break-Up Fee ***
            MBO-CO Profits Interest ***, the MBO-CO Profits Interest ***.

        iv. *** shall be determined ***, but *** MBO-CO Profits Interest. The
            *** (including, without limitation, ***), and which ***.

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<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.

   b. ***.

        i.  Before *** Closing, *** will have *** for *** in accordance with
            procedures to be specified in the AKD Operating Agreement. *** at
            the closing ***.

        ii. If *** in Section 10.b(i), *** set forth in Section 10.a (*** MBO-CO
            Profits Interest), which shall *** Section 10.b(i) above.

11. ***.

   a. ***. Any time *** based on *** with the *** in the AKD Operating
      Agreement. At ***, upon the closing *** Break-Up Fee *** MBO-CO Profits
      Interest ***, the MBO-CO Profits Interest ***.

   b. ***. Beginning *** based on *** with *** in the AKD Operating Agreement.
      *** at the closing ***.

12. Transferability. The AKD Units will not be transferable without the
    unanimous approval of the AKD Board committee, except to affiliates who
    agree to be bound by the terms and conditions of the AKD Operating
    Agreement. Any indirect transfer by virtue of a change in control of AKD
    member will not constitute a transfer of the underlying AKD Units. The
    MBO-CO Profits Interest will not be transferable.

13. GCI Arranged Bridge Loan. GCI shall, prior to Closing, arrange a secured
    bridge loan for AKD of $2.0MM (or at the request of AKD up to $2.5MM as
    mutually agreed to by AKD and GCI) which shall be repaid immediately upon
    the earlier of the funding of the senior facility described in Section 8 or
    90 days following the Closing. Interest on the unpaid principal balance of
    such bridge loan shall accrue at a rate equal to that variable

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<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.

    rate paid by GCI Holdings, Inc. on its then-existing senior credit facility.
    The bridge loan subject to this Section 13 is in addition to the Interim
    Capital Loans described in Section 1.a. above.

14. Nonsolicitation of Offers. Neither Parent AKD nor AKD shall solicit the sale
    of its business nor shall it entertain offers from third parties to purchase
    its business, from the Effective Date until the Closing, and for a period of
    *** following the Closing.

15. Capital Calls/Loans by Members. The AKD Operating Agreement shall not
    contemplate any further capital calls or loans by members. Any requirement
    for a capital call or a member loan shall be the subject of a subsequent
    negotiation.

16. Time is of the Essence. In order to proceed, all parties must execute this
    binding Memorandum of Understanding regarding the Transactions no later than
    11:59 p.m.(Central Standard Time) on January [ ], 2006, or this Memorandum
    of Understanding shall be of no further force or effect. The parties shall
    use all reasonable efforts to close the Transactions as promptly as
    practicable after the execution of this binding Memorandum of Understanding.

17. Regulatory Approvals. The Transactions are subject to all necessary
    governmental regulatory approvals. AKD and Denali shall be responsible for
    obtaining all such approvals. GCI agrees to use all commercially reasonable
    efforts to support and assist AKD and Denali in such efforts. Should any
    necessary material governmental approval for any of the Transactions not be
    granted, all of the Transactions shall be cancelled, and the parties shall
    have no further obligation to proceed to Closing.

18. Expenses. Each party shall bear its own costs and expenses relating to this
    Memorandum of Understanding, the Closing and transaction documents, and the
    Transactions, including without limitation, accountant and attorneys' fees.

19. Cooperation. The parties agree to cooperate in good faith in negotiating and
    finalizing the purchase and sale agreements, the AKD Operating Agreement,
    and all related documents, which shall contain such representations,
    warranties, covenants, conditions and indemnifications as are customary for
    transactions of this size and nature, and which shall survive the Closing of
    the Transactions. If after good faith negotiations the parties cannot
    resolve an issue in any of the final transaction documents, then the matter
    shall be submitted to arbitration under Section 22 for resolution in
    accordance with the intent of the parties as set forth in this Memorandum of
    Understanding.

20  No Finders' Fees. Except to the extent payment may be due to Falkenberg
    Capital by AKD, which shall be the sole responsibility of AKD, no party
    shall have any obligation to pay any finders', brokers' or agents' fees as a
    result of the execution of this Memorandum of Understanding, the related
    documents, or the consummation of the Transactions.

21. Confidentiality. The parties agree that the terms of this Memorandum of
    Understanding are confidential and may not be disclosed, except as may be
    required by law or as contemplated by the final agreements, and except as to
    disclosure to the parties' boards of managers, boards of directors,
    investors whose interests shall be acquired by AKD and/or GCI, advisors and
    financial institutions, without the consent of the parties, which shall not
    be unreasonably withheld or delayed. All such persons and parties must


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    be bound to hold the terms of this Memorandum of Understanding confidential.
    Notwithstanding the foregoing, the parties acknowledge that GCI will make
    such disclosures regarding the general terms of the proposed Transactions as
    required by the securities disclosure laws, rules and regulations. Each
    party may disclose to its employees the information contained in the GCI
    disclosures that are mandated by such securities laws, rules and
    regulations.

22. Governing Law; Arbitration. This Memorandum of Understanding shall be
    governed by the laws of the State of Alaska and the Commercial Arbitration
    Rules of the American Arbitration Association. The parties will attempt in
    good faith to resolve any controversy or claim arising out of or relating to
    this Memorandum of Understanding through discussions between the senior
    management of GCI, Denali, and AKD, as applicable. If these discussions are
    unsuccessful, the parties agree that any action asserting a claim by one
    party against another party hereto arising out of or relating to this
    Memorandum of Understanding shall, on the written notice by one party to the
    other (as applicable), be submitted to binding arbitration to be held in
    Seattle, Washington. The parties shall hold an initial meeting within thirty
    (30) days from receipt of notice from the requesting party of a request for
    arbitration. Unless otherwise agreed in writing, they will jointly appoint a
    mutually acceptable arbitrator not affiliated with either party. If they are
    unable to agree upon such appointment within thirty (30) days of the initial
    meeting, the parties shall obtain an odd numbered list of not less than five
    (5) potential arbitrators from the Superior Court for the Third Judicial
    District, State of Alaska. Each party shall alternatively strike a single
    name from the list until only one name remains, with such person to be the
    arbitrator. The party requesting the arbitration shall strike the first
    name. Each party shall pay one-half (1/2) of the costs related to the
    arbitration, unless the arbitrator's decision provides otherwise. Each party
    shall bear its own costs to prepare for and participate in the arbitration.
    Each party shall produce at the request of the other party, at least thirty
    (30) days in advance of the hearing, all documents to be submitted at the
    hearing and such other documents as are relevant to the issues or likely to
    lead to relevant information. The arbitrator shall promptly render a written
    decision, in accordance with Alaska law and supported by substantial
    evidence in the record. The prevailing party shall be entitled to recover
    reasonable attorneys' fees, costs, charges and expended or incurred therein,
    if the arbitrator's decision so provides. Failure to apply Alaska law, or
    entry of a decision that is not based on substantial evidence in the record,
    shall be additional grounds for modifying or vacating an arbitration
    decision. Judgment on any arbitration award shall be entered in any court of
    competent jurisdiction. In any subsequent arbitration, the decision in any
    prior arbitration of this Memorandum of Understanding shall not be deemed
    conclusive of the rights among the parties hereunder.

23. No Material Adverse Change. No material adverse change shall have occurred
    from the Effective Date through the Closing in AKD's financial condition or
    its business prospects.

24. Risk of Loss. The risk of loss due to acts of God or other casualty between
    the Effective Date and the Closing shall be borne by AKD and Denali.

25. Specific Performance. The parties agree that the Transactions are unique, it
    would be difficult to calculate the damages that would result from the
    failure to Close, and that monetary damages would not be an adequate remedy.
    The parties agree that any

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<PAGE>
    party may seek an order for specific performance from any court of competent
    jurisdiction to enforce the Transactions.

26. Former Memorandum of Understanding. This Memorandum of Understanding will
    become effective upon the Effective Date and as of such date, amends and
    restates in its entirety the memorandum of understanding dated effective as
    of December 4, 2005 among AKD, Denali and GCI, which shall thereafter become
    null, void and of no further force or effect.

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<PAGE>

The parties' authorized representatives each hereby execute this Amended and
Restated Memorandum of Understanding as of the Effective Date.

Alaska DigiTel, LLC                                  General Communication, Inc.



By: /s/                                              By: /s/

Name: William M. Yandell, III                        Name: William C. Behnke

Its: President                                       Its: Senior Vice President



Denali PCS, LLC                                      PacifiCom Holdings, LLC



By: /s/                                              By: /s/

Name: William M. Yandell, III                        Name: William M. Yandell,
                                                           III
Its: Chief Manager                                   Its: Chief Manager





Red River Wireless, LLC                              Graystone Holdings, LLC



By: /s/                                              By: /s/

Name: William M. Yandell, III                        Name: J. Michael Keenan

Its: Chief Manager                                   Its: Exec. Vice President


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