FOURTEENTH
AMENDMENT TO CONTRACT FOR ALASKA ACCESS SERVICES





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 99503-2783 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”).





RECITALS





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.





AGREEMENT





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:





“The term for the services
for FTS2001 Service shall expire on June 30, 2010, unless the GSA terminates the
GSA FTS2001 Bridge  Contract between MCI and the GSA.  In
the event that either (i) the GSA terminates the GSA FTS2001 Bridge Contract
between MCI and the GSA or (ii) the term of the GSA FTS2001 Bridge Contract
expires, MCI may terminate the FTS2001 Services without
liability.  Such MCI termination shall be effective as of the date
that the GSA FTS2001 Bridge Contract either terminates or expires, as
applicable.”





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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.





MCI
COMMUNICATIONS SERVICES, INC.





By: /s/ Peter H.
Reynolds_______________





Printed Name: Peter H.
Reynolds_________





Title: Director__________________________





GCI
COMMUNICATION CORP.





By: /s/ Richard
Westlund________________


Printed Name:
Richard Westlund


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





GENERAL
COMMUNICATION, INC.





By: /s/ Richard Westlund_______________


Printed Name:
Richard Westlund


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










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