AMENDED AND RESTATED AIRCRAFT LEASE AGREEMENT

Exhibit 10.123

AMENDED AND RESTATED
AIRCRAFT LEASE AGREEMENT

        This Amended and Restated Aircraft Lease Agreement ("Agreement") is made effective as of February 25, 2005 ("Effective Date"), between GCI Communication Corp., an Alaska corporation ("GCI" and "Lessee") and 560 Company, Inc., an Alaska corporation ("Lessor").

        WHEREAS, effective as of January 1, 2001, GCI and Lessor entered into an Aircraft Lease Agreement ("Lease") regarding the following-described aircraft ("Citation"):

        WHEREAS, the Lease was amended by GCI and Lessor by that First Amendment to Aircraft Lease Agreement effective as of February 8, 2002 ("First Amendment");

        WHEREAS, 560 Company, Inc. is the Lessor and owner of a newly acquired aircraft, together with all equipment and accessories attached thereto or used in connection therewith (collectively, "Astra"):

        WHEREAS, the parties desire to amend the Lease with this second amendment and restatement, to add the Astra to the existing Lease;

        WHEREAS, Lessee desires to use the Citation and the Astra (collectively, "Aircraft"), and Lessor is willing to allow Lessee to use the Aircraft, for the terms and purposes, and on the terms and conditions, set forth in this Agreement;

        Now, therefore, Lessor and Lessee agree as follows:

1.

Location and Use of Aircraft . The Aircraft shall be under the control of Lessee as of the Effective Date. Lessor hereby grants to Lessee the right to use the Aircraft on the terms and conditions set forth in this Agreement.

2.

Term . The initial term of this Agreement shall be for thirty (30) days and shall commence on the Effective Date. The lease shall automatically continue on a month to month basis unless terminated pursuant to any provision of this Agreement. Either Lessee or Lessor may terminate this Agreement upon one hundred twenty (120) days' written notice as set forth in Section 17, and as follows: If GCI elects to terminate this Agreement, Lessor may within five (5) business days of the date of such notice provide GCI with written notice of Lessor's intent to put the Astra up for sale. Then, this Agreement shall terminate upon the earlier of (i) the later sale date of both Aircraft, or (ii) one hundred and twenty (120) days from the date of GCI's termination notice. If the Agreement is not terminated within ninety (90) days from the date of GCI's termination notice, then Lessor shall rebate any rental payment for the period after the ninetieth (90) day until

the date of the lease termination to GCI on the same date and in addition to the deposit described in Section 3(C). Additionally, Lessor shall rebate to GCI all costs GCI incurs hereunder beginning on the ninety-first (91 ^st ) day after the termination notice. If Lessor fails to give notice of its intent to sell the Aircraft within such five (5) business days, then this Agreement shall terminate ninety (90) days from the date of GCI's written notice of its intent to terminate.

3.

Payments to Lessor .

A.

GCI shall pay rent to Lessor at the rate of (a) US $50,000.00 per month on the Citation and (b) US $75,000.00 per month on the Astra, "dry" plus sales/use tax if applicable, without demand, offset, deduction or counterclaim. Payments of each month's rental shall be made on or before the first (1st) day of each month, in advance. The monthly rental payment for the first and last month shall be prorated on an actual day's basis, and any unused funds after a proper termination shall be refunded to Lessee in full except as otherwise provided herein.

B.

In addition to the monthly payment, GCI previously granted to Lessor an option to purchase two hundred fifty thousand (250,000) shares of General Communication, Inc., Class A Common Stock, no par value, at six and 50/100 dollars ($6.50) per share, in the form set forth as Exhibit A hereto. Lessor may sell to GCI the Stock arising from such option, so long as all proceeds from any such sale are used first to retire the Deposit (defined in Section 3C below). Alternatively, if Lessor desires not to exercise the option, Lessor may surrender the right to purchase all or a portion of the Stock subject to the option agreement to GCI, whereupon the "in the money" value (calculated by reference to the closing price of the GCI Class A common stock on the day immediately preceding the surrender) of the underlying option Stock surrendered shall be applied first toward repayment of the Deposit, with any remainder paid in cash to 560 Company. Any such sales of Stock, or such application of the "in the money" value of the Stock, to GCI shall be subject to all the covenants and limitations set forth in GCI and its affiliates' debt and preferred stock instruments, both those currently outstanding and any and all subsequently executed. If GCI (or its affiliates) is unable to obtain a waiver of any covenant or restriction that would prohibit such a Stock repurchase, then GCI's obligation to complete such a repurchase shall be waived unless and until such time as a repurchase is permissible.

C.

In addition to the above payments, GCI previously provided Lessor with a one million five hundred thousand dollar ($1,500,000.00) deposit for the Aircraft's usage hereunder ("Deposit"). Lessor may utilize the Deposit for its general working capital needs. Upon the earlier of (i) six (6) months after the Agreement terminates, or (ii) nine (9) months after the date of the termination notice, Lessor shall repay the Deposit to GCI, without interest (except as set forth in Section 14), and in addition to any rental rebate amount owing under Section 2.

4.

Use .

A.

Lessee shall, at its sole expense, provide all crewmembers required for operation of the Aircraft during the term of this Agreement, except as set forth in Section 4(E). All crewmembers must be qualified to Lessee's insurance company's standards to fly the Aircraft.

B.

Lessee shall pay all expenses in preparation for any GCI-usage flight and in connection with GCI flights, including but not limited to expenses for fuel, crew quarters, landing fees, imposts, duties, fines, meals, all other out-of-pocket crew expenses, and the cost of any special equipment required for Lessee's business, except as set forth in Section 4(E).

C.

Lessee shall, at its sole expense, provide hangar storage and line service for the Aircraft in Anchorage, Alaska. Lessee shall also pay all maintenance costs for the Aircraft during the term hereof.

D.

The Aircrafts' base when not in use shall be Anchorage, Alaska.

E.

The Aircraft are for Lessee's use, and Lessee has first priority use of the Aircraft. However, GCI agrees that as additional consideration for this Lease, if GCI does not then need all or a portion of the Aircraft for its business purposes, Lessor has a secondary right of use in (a) any empty seats on any GCI flights, and (b) the entire Aircraft(s) when GCI does not require such Aircrafts' use. Lessor's use of any empty seats on a GCI flight shall be in partial consideration for this Agreement. Lessor's right to use the entire Aircraft(s) is subject to Lessor's obligation to timely reimburse GCI for all incremental costs incurred as a result of Lessor's usage, i.e. the variable costs of fuel, landing fees and the daily expenses of the pilots. Regardless of any such usage, as set forth in Section 7, GCI remains obligated to pay all the fixed costs of the Aircraft, e.g. fixed and regular maintenance, insurance, pilots' salaries, etc. The Aircraft cannot be subleased, chartered or used by any other person or entity. Lessor covenants and warrants to GCI that it shall only utilize the Aircraft for its principal's business and personal purposes, and no other party than the sole individual owner of Lessor shall make payments to Lessor for the utilization of the Aircraft.

5.

Major Damage . If the Aircraft suffer any major damage or loss of a type required to be reported to the FAA or recorded in the Aircrafts' logbooks under FAA regulations governing the Aircrafts' use, and subsequently shall have been returned to service, Lessor and Lessee shall upon delivery of the Aircraft to Lessor under Section 9 below, determine the amount of loss in value, if any, suffered by the Aircraft due to such damage or loss. Lessor and Lessee shall determine such amount by requesting bids for the purchase of the Aircraft from three (3) dealers in such aircraft, qualified to render such and not affiliated with Lessor and Lessee. Lessor and Lessee shall each select one (1) dealer, and the two dealers shall select the third dealer. Each dealer shall render one (1) bid based upon a description of the Aircraft assuming no damage history, and a second (2nd) bid based on the Aircraft's actual condition. The difference between the average of all bids received for the Aircraft assuming no damage history, and the average of all bids received for the Aircraft including the actual damage history, together with interest thereon from the period between the end of the term of this Agreement until the date of payment, at a rate equal to one (1) percentage point in excess of the prime rate announced from time to time by Wells Fargo Bank, shall be paid by Lessee to Lessor in the form of a lump sum payment within ten (10) days after the last of the three (3) dealers renders its bid.

6.

Lessor's Inspection . Lessor or its authorized representatives may at all reasonable times inspect the Aircraft and Lessee's books and records relating to the Aircraft, provided such Aircraft is not scheduled for use at the time requested for inspection. Lessor's inspection will not interfere with Lessee's normal business operation.

7.

Maintenance and Repairs; Modifications and Improvements .

A.

During the term of this Agreement, Lessee shall, at its sole expense, maintain the Aircraft in good operating and airworthy condition, perform any periodic inspections or service for the Aircraft recommended by the manufacturers' maintenance manual or service bulletins or required by law, repair any uninsured damage to the Aircraft as a result of Lessee's use thereof, and maintain the Astra on the MSP Gold program for its engines. Lessor shall be responsible for any uninsured damage to the Aircraft as a result of its exclusive use thereof. Prior to repairing any damage to the Aircraft, Lessee will notify Lessor of such damage and obtain written approval of the repairs. The performance of all maintenance and repair work shall be by or under the supervision of properly qualified and trained person