FOURTEENTHAMENDMENT TO CONTRACT FOR ALASKA ACCESS SERVICES

CONFIDENTIAL

This FOURTEENTH AMENDMENT TO THE CONTRACT FOR ALASKA ACCESS SERVICES (“Fourteenth Amendment”) is entered into effective as of May 15, 2008 (“Effective Date”), by and between GENERAL COMMUNICATION, INC. and its indirectly, wholly-owned subsidiary, GCI COMMUNICATION CORP., both Alaska corporations (together, “GCI”) with offices located at 2550 Denali Street, Suite 1000, Anchorage, Alaska ###-###-#### and MCI COMMUNICATIONS SERVICES, INC., d/b/a VERIZON BUSINESS SERVICES (successor-in-interest to MCI Network Services, Inc., which was formerly known as MCI WORLDCOM Network Services (“Verizon”) with offices located at 1133 19th Street N.W. Washington, D.C. 20036 (GCI with Verizon, collectively the “Parties,” and individually, a “Party”).

WHEREAS, GCI and Verizon entered into that certain Contract for Alaska Access Services dated January 1, 1993 (“Original Agreement”), as amended by (i) the First Amendment to Contract for Alaska Access Services dated as of March 1, 1996, (ii) the Second Amendment to Contract for Alaska Access Services dated as of January 1, 1998, (iii) the Third Amendment to Contract for Alaska Access Services dated as of March 1, 1998, (iv) the Fourth Amendment to Contract for Alaska Access Services dated as of January 1, 1999, (v) the Fifth Amendment to Contract for Alaska Access Services dated as of August 7, 2000, (vi) the Sixth Amendment to Contract for Alaska Access Services dated as of February 14, 2001, (vii) the Seventh Amendment to Contract for Alaska Access Services dated as of March 8, 2001, (viii) the Eighth Amendment to Contract for Alaska Access Services dated as of July 1, 2003, (ix) the Ninth Amendment to Contract for Alaska Access Services dated as of January 23, 2005, (x) the Tenth Amendment to Contract for Alaska Access Services dated as of May 1, 2006, (xi) the Eleventh Amendment to Contract for Alaska Access Services dated as of January 1, 2007, (xii) the Twelfth Amendment to Contract for Alaska Access Services dated as of December 13, 2007 and (xiii) the Fourteenth Amendment to Contract for Alaska Access Services dated as of December 21, 2007 (collectively, “Agreement”) which set forth the general terms and conditions under which GCI provides certain telecommunications services to Verizon; and

WHEREAS, the Parties desire to further modify the Agreement in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

I.  Term.  The following shall be added to the end of the existing text of Section 3, Term, in the Agreement:

 

II.           Effect of Amendment.  All other terms and conditions of the Agreement not expressly modified by this Fourteenth Amendment shall remain in full force and effect.  The Parties hereby affirm and agree such terms remain binding.

III.           Further Assurances.  The Parties shall cooperate in good faith, and enter into such other instruments and take such actions, as may be necessary or desirable, to fully implement the intent of this Fourteenth Amendment.

IV.           Counterparts; Signatures.  This Fourteenth Amendment may be executed in counterparts, each of which shall be deemed an original and both of which shall constitute one and the same instrument.  When signed by each Party’s authorized representative, a copy of facsimile of this Fourteenth Amendment shall have the same force and effect as one bearing an original signature.

V.           Entire Agreement.  This Fourteenth Amendment, together with the Agreement, including exhibits hereto and other documents incorporated by reference, contains the complete agreement of the Parties with regard to the subject matter herein and supersedes and replaces all other prior contracts and representations concerning its subject matter.  In the event of a conflict between the terms of this Fourteenth Amendment and the Agreement, the terms of this Fourteenth Amendment shall control.  Any further amendments to the Agreement must be in writing and signed by authorized representatives of both Parties.

IN WITNESS WHEREOF, the Parties hereto each acting with proper authority have executed this Fourteenth Amendment as of the Effective Date.

By: /s/ Peter H. Reynolds_______________

Printed Name: Peter H. Reynolds_________

Title: Director__________________________

By: /s/ Richard Westlund________________

Printed Name: Richard Westlund

Title: Senior Vice President & General Manager, Network Access Services

By: /s/ Richard Westlund _______________

Printed Name: Richard Westlund

Title: Senior Vice President & General Manager, Network Access Services