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*** 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
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*** 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.
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*** 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
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*** 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.
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*** 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
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*** 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 ***.
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*** 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
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*** 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
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*** 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
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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
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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
---------------------------------- -------------------------
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>
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
- --------- ------- --------- ------- ------------------ -------------------- -----------
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>