GCI INC
EXHIBIT 10.123
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10123sprintamend3.txt
<DESCRIPTION>EXHIBIT 10.123
<TEXT>
                                                                  Exhibit 10.123

                               THIRD AMENDMENT TO
                       CONTRACT FOR ALASKA ACCESS SERVICES



This Third Amendment to the CONTRACT FOR ALASKA ACCESS SERVICES is made as of
this 19th day of February, 2004, between SPRINT COMMUNICATIONS COMPANY L. P., a
Delaware Limited Partnership, (hereinafter referred to as "Sprint") and GENERAL
COMMUNICATIONS, INC. and its wholly owned subsidiary GCI COMMUNICATION CORP., an
Alaska corporation (together "GCI").

                                   BACKGROUND

1. GCI and Sprint entered into a CONTRACT FOR ALASKA ACCESS SERVICES, effective
as of March 12th, 2002.

2. GCI and Sprint amended the CONTRACT FOR ALASKA ACCESS SERVICES by First
Amendment, effective as of July 24th, 2002.

3. GCI and Sprint amended the CONTRACT FOR ALASKA ACCESS SERVICES by Second
Amendment, effective as of December 31, 2003.

4. GCI and Sprint desire to amend the CONTRACT FOR ALASKA ACCESS SERVICES by
Third Amendment to address changes in payphone compensation regulations.

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


1. The following language of Paragraph 2 (B), Subsection 2, shall be deleted:

              In accordance with FCC rules regarding per-call compensation for
              coinless payphone calls (Second Order on Reconsideration in FCC
              Docket #96-128), as first-switch interexchange carrier, GCI may be
              obligated to pay per-call compensation for payphone-originated,
              coinless calls. Where it is so obligated by law, GCI may assess a
              $********** surcharge on ********** for each compensable payphone
              call.

              In no event will the payphone surcharge be higher than $**********
              above the applicable per-call compensation for payphone-originated
              coinless calls, as set by the FCC.

[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

                                  Page 1 of 3
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             The surcharge shall not apply to calls for which Sprint certifies
             that it or a reseller or customer of Sprint has direct or indirect
             arrangements for payphone compensation with the payphone owner or
             its designated agent ("PSP") and for which Sprint provides GCI with
             adequate identification of covered telephone numbers.

             For calls routed to platform numbers, whether those of Sprint or a
             reseller or customer of Sprint, answer supervision received by GCI
             may not accurately indicate whether a dial-around payphone call is
             completed to the called party and therefore compensable to the PSP.
             For such platform calls, at Sprint's option, GCI shall assess
             surcharges only on calls Sprint identifies to GCI as completed to
             the called party. Sprint, in a mutually agreed computer readable
             format, shall provide GCI with adequate identification of such
             platform telephone numbers and appropriate reporting to document
             completion of those dial-around calls, for timely reporting by GCI
             to the PSPs

             If GCI or Sprint determines they have both paid payphone
             compensation for the same calls, or that payphone compensation has
             been paid for noncompensable calls, GCI and Sprint agree to
             cooperate to resolve the discrepancy and process appropriate refund
             requests. GCI agrees to credit Sprint for amounts surcharged in
             error.

             GCI and Sprint shall cooperate with each other, and agree to make
             records available (subject to reasonable confidentiality
             guarantees, where appropriate) to verify proper and timely
             reporting, payment, and billing for payphone originated dial-around
             calls and to help manage questions or disputes raised by payphone
             owners or their agents. The parties acknowledge that FCC
             requirements and industry practices for per-call compensation for
             coinless payphone calls may change during the term of the
             Agreement. Either party may reopen this provision of the Agreement,
             upon thirty days written notice, to renegotiate in light of changes
             in applicable FCC rules or common industry practices thereunder.


         And replaced with:

              In accordance with the new FCC regulations governing payphone
              compensation obligations of first-switch interexchange carriers
              and switch-based resellers, GCI will no longer assess a
              $********** surcharge on ********** for compensable payphone calls
              as of April 1, 2004.

              Sprint hereby assumes responsibility of reporting and compensating
              payphone owners for compensable payphone calls, carried by GCI, as
              a subset of **********.

[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

                                  Page 2 of 3
<PAGE>
             GCI and Sprint shall cooperate with each other, and agree to make
             records available (subject to reasonable confidentiality
             guarantees, where appropriate) to verify proper and timely
             reporting, payment, and billing for payphone originated dial-around
             calls and to help manage questions or disputes raised by payphone
             owners or their agents. The parties acknowledge that FCC
             requirements and industry practices for per-call compensation for
             coinless payphone calls may change during the term of the
             Agreement. Either party may reopen this provision of the Agreement,
             upon thirty days written notice, to renegotiate in light of changes
             in applicable FCC rules or common industry practices thereunder.


2.   This Amendment together with the First Amendment, Second Amendment, and the
     CONTRACT FOR ALASKA ACCESS SERVICES is the complete agreement of the
     parties and supersedes all other prior contracts and representations
     concerning its subject matter. Any further amendments must be in writing
     and signed by both parties.


IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Amendment on the date indicated below.

SPRINT COMMUNICATIONS COMPANY L.P.

By: /s/

Printed Name: Gary Lindsey

Title: Director - Access Management


GCI COMMUNICATION CORPORATION

By: /s/

Printed Name: Richard Westlund

Title: VP/GM Long Distance




                                  Page 3 of 3

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