*** 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:

                    Rate Element                    Charge Per Minute
       --------------------------------------- ---------------------------------
       CONUS/Alaska Transport                             $***

       Non-Bush Switching                                 $***

       Bush Switching                                     $***

       Intra-Alaska Non-Bush Transport                    $***

       Intra-Alaska Bush Transport                        $***

       LEC Interstate Access                               ***

       Toll Free Query Charges                             ***


2. Non-Bush Locations:

       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

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>