{"id":43869,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-general-communication-inc-mci.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-general-communication-inc-mci","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-general-communication-inc-mci.html","title":{"rendered":"Registration Rights Agreement – General Communication Inc., MCI WorldCom Network Services Inc. and WorldCom Inc."},"content":{"rendered":"
AMENDED AND\nRESTATED
REGISTRATION\nRIGHTS AGREEMENT<\/u><\/font><\/h1>\n\n
        This\nAmended and Restated Registration Rights Agreement (\u0093Agreement\u0094),\ndated as of this 30th day of June, 2001, is among General Communication, Inc.,\nan Alaska corporation (\u0093GCI\u0094), MCI WORLDCOM Network Services, Inc., a\nDelaware corporation, as successor in interest to MCI Telecommunications\nCorporation, a Delaware corporation (\u0093Network Services\u0094), and\nWorldCom, Inc., a Georgia corporation (\u0093WorldCom\u0094). <\/font><\/p>\n\n
RECITALS<\/u><\/font><\/h1>\n\n
        A.     \nIn 1993, Network Services acquired Six Million Two Hundred Fifty One Thousand\nFive Hundred Nine (6,251,509) shares of GCI\u0092s Class A and One Million Two\nHundred Seventy Five Thousand Seven Hundred Ninety One (1,275,791) shares of\nGCI\u0092s Class B Common Stock, no par value. <\/font><\/p>\n\n
        B.     \nIn 1996, Network Services acquired Two Million (2,000,000) shares of GCI\u0092s\nClass A Common Stock, no par value. <\/font><\/p>\n\n
        C.     \nAs of this date, WorldCom acquired Nine Thousand (9,000) and Network Services\nacquired One Thousand (1,000), respectively, for a total of Ten Thousand\n(10,000) shares, of GCI\u0092s Series C Convertible Redeemable Accreting\nPreferred Stock (\u0093Series C Preferred Stock\u0094) issued. <\/font><\/p>\n\n
        D.     \nAll such above-described shares of GCI\u0092s Class A Common Stock, Class B\nCommon Stock and Series C Preferred Stock which Network Services and\/or WorldCom\nnow own(s) and any securities issued in exchange for or in respect of such\nstock, whether pursuant to a stock dividend, stock split, stock reclassification\nor otherwise, are collectively referred to in this Agreement as the\n\u0093Registrable Shares.\u0094 <\/font><\/p>\n\n
        E.     \nThis Agreement supersedes and replaces the Registration Rights Agreements\nbetween GCI and Network Services dated as of March 31, 1993 and as of October\n31, 1996. GCI hereunder grants registration rights to WorldCom and Network\nServices and any successor or assign thereof as the holder of all or any portion\nof the Registrable Shares. WorldCom and Network Services, and such successors\nand assigns, are referred to in this Agreement as the \u0093Holders,\u0094 or,\nindividually as a \u0093Holder.\u0094 <\/font><\/p>\n\n
AGREEMENT<\/u><\/font><\/h1>\n\n
                \nIn  consideration  of the premises and the mutual  covenants  contained  in this  Agreement,  the\nparties agree as follows:<\/font><\/p>\n\n
                \n1.     Demand Registration.<\/u><\/b><\/font><\/p>\n\n\n\n\n
                                                   \n(a)     Only  if and as  required  to  permit  resales  of the  Registrable  Shares  by\nHolders, Holders shall at\nany time and from time to time, have the right to require registration under the\nSecurities Act of 1933, as amended (\u0093Securities Act\u0094), of all or any\nportion of the Registrable Shares on the terms and subject to the conditions set\nforth in this Agreement. <\/font><\/p>\n\n
                        \n                           (b)     Upon receipt by GCI of a Holder's written request for  registration,  GCI shall\n(i) promptly notify each\nother Holder in writing of its receipt of such initial written request for\nregistration, and (ii) as soon as is practicable, but in no event more than\nsixty (60) days after receipt of such written request, file with the Securities\nand Exchange Commission (\u0093Commission\u0094), and use its best efforts to\ncause to become effective, a registration statement under the Securities Act\n(\u0093Registration Statement\u0094) which shall cover the Registrable Shares\nspecified in the initial written request and any other written request from any\nother Holder received by GCI within twenty (20) days of GCI giving the notice\nspecified in clause (i) hereof. <\/font><\/p>\n\n
                        \n                           (c)     If so requested by any Holder requesting  participation in a public offering or\ndistribution of Registrable\nShares pursuant to this Section 1 or Section 2 of this Agreement (\u0093Selling\nHolder\u0094), the Registration Statement shall provide for delayed or\ncontinuous offering of the Registrable Shares pursuant to Rule 415 promulgated\nunder the Securities Act or any similar rule then in effect (\u0093Shelf\nOffering\u0094). If so requested by the Selling Holders, the public offering or\ndistribution of Registrable Shares under this Agreement shall be pursuant to a\nfirm commitment underwriting, the managing underwriter of which shall be an\ninvestment banking firm selected and engaged by the Selling Holders and approved\nby GCI, which approval shall not be unreasonably withheld. GCI shall enter into\nthe same underwriting agreement as shall the Selling Holders, containing\nrepresentations, warranties and agreements not substantially different from\nthose customarily made by an issuer in underwriting agreements with respect to\nsecondary distributions. GCI, as a condition to fulfilling its obligations under\nthis Agreement, may require the underwriters to enter into an agreement in\ncustomary form indemnifying GCI against any Losses (as defined in Section 6)\nthat arise out of or are based upon an untrue statement or an alleged untrue\nstatement or omission or alleged omission in the Disclosure Documents (as\ndefined in Section 6) made in reliance upon and in conformity with written\ninformation furnished to GCI by the underwriters specifically for use in the\npreparation thereof. <\/font><\/p>\n\n
                        \n                           (d)     Each  Selling  Holder  may,  before  such  a  Registration   Statement  becomes\neffective, withdraw its\nRegistrable Shares from sale, should the terms of sale not be reasonably\nsatisfactory to such Selling Holder; if all Selling Holders who are\nparticipating in such registration so withdraw, however, such registration shall\nbe deemed to have occurred for the purposes of Section 4 of this Agreement,\nunless such Selling Holders pay (pro rata, in proportion to the number of\nRegistrable Shares requested to be included) within twenty (20) days after any\nsuch withdrawal, all of GCI\u0092s out-of-pocket expenses incurred in connection\nwith such registration. <\/font><\/p>\n\n
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                        \n                           (e)     Notwithstanding  the  foregoing,  GCI  shall  not  be  obligated  to  effect  a\nregistration pursuant to\nthis Section 1 during the period starting with the date sixty (60) days prior to\nGCI\u0092s estimated date of filing of, and ending on a date six (6) months\nfollowing the effective date of, a registration statement pertaining to an\nunderwritten public offering of equity securities for GCI\u0092s account,\nprovided that (i) GCI is actively employing in good faith all reasonable efforts\nto cause such registration statement to become effective and that GCI\u0092s\nestimate of the date of filing on such registration statement is made in good\nfaith, and (ii) GCI shall furnish to the Holders a certificate signed by\nGCI\u0092s President stating that in the Board of Directors\u0092 good-faith\njudgment, it would be seriously detrimental to GCI or its shareholders for a\nRegistration Statement to be filed in the near future; and in such event,\nGCI\u0092s obligations to file a Registration Statement shall be deferred for a\nperiod not to exceed six (6) months. <\/font><\/p>\n\n
                \n     2.     Incidental Registration<\/u><\/b>.  Each time that GCI proposes to register any of\nits equity  securities  under the  Securities Act (other than (a) a registration\neffected  solely to implement an employee  benefit or stock option plan,  (b) to\nsell  shares  obtained  under an  employee  benefit  or stock  option  plan or a\ntransaction to which Rule 145 or any other similar rule of the Commission  under\nthe  Securities  Act is applicable or (c) a  registration  effected  pursuant to\nSection  10.1  of the  General  Communication,  Inc.  Preferred  Stock  Purchase\nAgreement  dated April 30, 1999 for which the holders of securities  relating to\nsuch  registration  have demanded that only their securities be included in such\nregistration),  GCI will give written  notice to the Holders of its intention to\ndo so.  Each of the Selling  Holders may give GCI a written  request to register\nall or some of its  Registrable  Shares in the  registration  described in GCI's\nwritten  notice  as set  forth in the  foregoing  sentence,  provided  that such\nwritten  request is given within  twenty (20) days after receipt of any such GCI\nnotice.  Such  request  will  state (i) the amount of  Registrable  Shares to be\ndisposed of and the intended method of disposition of such  Registrable  Shares,\nand (ii) any other  information  GCI reasonably  requests to properly effect the\nregistration of such Registrable Shares. Upon receipt of such request,  GCI will\nuse its best efforts promptly to cause all such  Registrable  Shares intended to\nbe disposed of to be registered  under the  Securities Act so as to permit their\nsale or other  disposition (in accordance with the intended methods set forth in\nthe  request  for  registration),  unless (i) the sale is a firmly  underwritten\npublic offering and GCI determines  reasonably and in good faith in writing that\nthe  inclusion  of such  securities  would  adversely  affect  the  offering  or\nmaterially  increase the offering's  costs or (ii) inclusion of such Registrable\nShares  is  prohibited  pursuant  to the  terms  and  conditions  of  any  other\nregistration  rights  agreement  granting other GCI equity security  holders the\nright to demand  registration.  In the case of clause  (i) or (ii)  above,  such\nRegistrable  Shares and all other securities to be registered,  other than those\nto be offered for GCI's account or those required to be included pursuant to the\nterms and conditions of any other  registration  rights agreement granting other\nGCI equity security holders the right to request registration, shall be excluded\nto the extent the underwriter  determines.  The total number of secondary shares\nincluded in such  registration  shall be shared pro rata by all security holders\nhaving contractual registration rights (other than those security holders having\npriority in a  registration  pursuant to the terms and  conditions  of any other\nregistration rights agreement with GCI, whose securities shall be included first\nin the number of  secondary  shares that may be  included in such  registration)\nbased upon the amount of GCI's securities  requested by such security holders to\nbe sold  thereunder.  GCI's  obligations  under this  Section 2 shall apply to a\nregistration  to be effected for securities to be sold for GCI's account as well\nas a  registration  statement  which  includes  securities to be offered for the\naccount  of  other  holders  of  GCI  equity   securities   having   contractual\nregistration  rights.  Nothing in this Agreement  shall give WorldCom or Network\nServices  priority in its rights to register the Class A common  stock  issuable\nupon  conversion  of the Series C Preferred  Stock over the Class A common stock\nissuable upon conversion of GCI's Series B Convertible Preferred Stock issued to\nToronto  Dominion  Investments,  Inc., and Prime VIII,  L.P. under that Series B\nPreferred Registration Rights Agreement dated April 30, 1999.<\/font><\/p>\n
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        In\nconnection with a registration to be effected pursuant to this Section 2, the\nSelling Holders shall enter into the same underwriting agreement as shall GCI\nand the other selling security holders, if any, provided that such underwriting\nagreement contains representations, warranties and agreements on the part of the\nSelling Holders that are not substantially different from those customarily made\nby selling-security holders in underwriting agreements with respect to secondary\ndistributions. <\/font><\/p>\n\n
        If,\nat any time after giving notice of GCI\u0092s intention to register any of its\nsecurities under this Section 2 and prior to the effective date of the\nregistration statement filed in connection with such registration, GCI shall\ndetermine for any reason not to register such securities, GCI may, at its\nelection, give notice of such determination to Holder and thereupon will be\nrelieved of its obligation to register the Registrable Shares in connection with\nsuch registration. <\/font><\/p>\n\n
                \n                  3.     Expenses  of  Registration<\/u><\/b>.  GCI  shall pay all costs  and  expenses  incident  to GCI's\nperformance  of or  compliance  with this  Agreement,  including,  without  limitation,  all  expenses  incurred in\nconnection  with the  registration of the  Registrable  Shares,  fees and expenses of compliance with Securities or\nblue sky laws,  printing expenses,  messenger,  delivery and shipping expenses and fees and expenses of counsel for\nGCI and for certified public  accountants and underwriting  expenses (but not fees) except that each Selling Holder\nshall pay all fees and  disbursements  of such Selling  Holder's own  attorneys and  accountants,  and all transfer\ntaxes and brokerage and underwriters'  discounts and commissions  directly  attributable to the Registrable  Shares\nbeing offered and sold by such Selling Holder.<\/font><\/p>\n\n
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                \n                  4.     Limitations  on  Registration  Rights<\/u><\/b>.  Notwithstanding  the  provisions of Section 1 of\nthis Agreement,  GCI shall not be required to effect any registration  under that Section if (i) the request(s) for\nregistration  cover an aggregate  number of Registrable  Shares having an aggregate Market Value (as defined below)\nof less  than  One  Million  Five  Hundred  Thousand  Dollars  ($1,500,000.00)  as of the  date of the last of such\nrequests,  (ii) GCI has  previously  filed four (4)  registration  statements  under the Securities Act pursuant to\nSection 1, (iii) GCI, in order to comply  with such  request,  would be  required to (A) undergo a special  interim\naudit or (B) prepare and file with the  Commission,  sooner than would  otherwise be  required,  pro forma or other\nfinancial statements relating to any proposed  transaction,  or (iv) if, in the opinion of counsel to GCI, the form\nof which opinion of counsel shall be acceptable to the Holders,  a registration  is not required in order to permit\nresale by Holders.  The first demand  registration  under this  Agreement may be requested only by the Holders of a\nminimum of thirty percent (30%) of the  Registrable  Shares.  \"Market Value\" as used in this Agreement  shall mean,\nas to each class of  Registrable  Shares at any date,  the  average of the daily  closing  prices for such class of\nRegistrable  Shares,  for the ten (10) consecutive  trading days before the day in question.  The closing price for\nshares of such class for each day shall be the last  reported  sale price regular way, or, in case no such reported\nsale takes place on such day,  the average of the  reported  closing bid and asked  prices  regular  way, in either\ncase on the composite  tape, or if the shares of such class are not quoted on the composite  tape, on the principal\nUnited States  securities  exchange  registered  under the Securities  Exchange Act of 1934, as amended  (\"Exchange\nAct\"),  on which  shares of such class are listed or admitted to trading,  or if they are not listed or admitted to\ntrading on any such  exchange,  the closing sale price (or the average of the quoted closing bid and asked price if\nno sale is reported) as reported by the National  Association  of Securities  Dealers  Automated  Quotation  System\n(\"NASDAQ\")  or any  comparable  system,  or if the shares of such class are not quoted on NASDAQ or any  comparable\nsystem,  the average of the closing bid and asked  prices as furnished  by any market  maker in the  securities  of\nsuch class who is a member of the National  Association  of  Securities  Dealers,  Inc.,  or in the absence of such\nclosing bid and asked price,  as  determined  by such other  method as GCI's Board of Directors  shall from time to\ntime deem to be fair.<\/font><\/p>\n\n
                \n                  5.     Obligations with Respect to Registration<\/u><\/b>.<\/font><\/p>\n
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                        \n                           (a)     If and whenever GCI is obligated by the  provisions of this Agreement to effect\nthe registration of any Registrable Shares under the Securities Act, GCI shall promptly:<\/font><\/p>\n\n
                                \n                                    (i)   Prepare and file with the  Commission  a  registration  statement  with\nrespect to such Registrable\nShares and use reasonable commercial efforts to cause such registration\nstatement to become effective, provided that before filing a registration\nstatement, or prospectus or any amendment or supplement thereto, GCI will\nfurnish to counsel selected by the holders of a majority of the Registrable\nShares covered by such registration statement copies of all such statements\nproposed to be filed, which documents shall be subject to the review of such\ncounsel; <\/font><\/p>\n\n
                                \n                                    (ii)   Prepare and file with the Commission  any  amendments  and  supplements\nto the Registration\nStatement and to the prospectus used in connection therewith as may be necessary\nto keep the Registration Statement effective and to comply with the provisions\nof the Securities Act and the rules and regulations promulgated thereunder with\nrespect to the disposition of all Registrable Shares covered by the Registration\nStatement for the period required to effect the distribution of such Registrable\nShares, but in no event shall GCI be required to do so (i) in the case of a\nRegistration Statement filed pursuant to Section 1, for a period of more than\ntwo hundred seventy (270) days following the effective date of the Registration\nStatement and (ii) in the case of a Registration Statement filed pursuant to\nSection 2, for a period exceeding the greater of (A) the period required to\neffect the distribution of securities for GCI\u0092s account and (B) the period\nduring which GCI is required to keep such Registration Statement in effect for\nthe benefit of selling security holders other than the Selling Holders; <\/font><\/p>\n\n
                                \n                                    (iii)   Notify the Selling  Holders  and their  underwriter,  and confirm  such\nadvice in writing, (A) when\na Registration Statement becomes effective, (B) when any post-effective\namendment to a Registration Statement becomes effective, and (C) of any request\nby the Commission for additional information or for any amendment of or\nsupplement to a Registration Statement or any prospectus relating thereto; <\/font><\/p>\n\n
                                                                    (iv)   Furnish at GCI's  expense to the Selling  Holders such number of copies of\na preliminary, final,\nsupplemental or amended prospectus, in conformity with the requirements of the\nSecurities Act and the rules and regulations promulgated thereunder, as may\nreasonably be required in order to facilitate the disposition of the Registrable\nShares covered by a Registration Statement, but only while GCI is required under\nthe provisions hereof to cause a Registration Statement to remain effective; and <\/font><\/p>\n\n
                                \n                                    (v)   Register or qualify at GCI's  expense the  Registrable  Shares  covered\nby a Registration Statement\nunder such other securities or blue sky laws of such jurisdictions in the United\nStates as the Selling Holders shall reasonably request, and do any and all other\nacts and things which may be necessary to enable each Selling Holder whose\nRegistrable Shares are covered by such Registration Statement to consummate the\ndisposition in such jurisdictions of such Registrable Shares; provided, however,\nthat GCI shall in no event be required to qualify to do business as a foreign\ncorporation or as a dealer in any jurisdiction where it is not so qualified, to\namend its articles of incorporation or to change the composition of its assets\nat the time to conform with the securities or blue sky laws of such\njurisdiction, to take any action that would subject it to service of process in\nsuits other than those arising out of the offer and sale of the Registrable\nShares covered by the Registration Statement or to subject itself to taxation in\nany jurisdiction where it has not therefore done so. <\/font><\/p>\n\n
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                                \n                                    (vi)   Notify  each  Holder  of  Registrable   Shares,  at  any  time  when  a\nprospectus relating thereto\nis required to be delivered under the Securities Act, of the happening of any\nevent as a result of which the prospectus included in such registration\nstatement contains an untrue statement of a material fact or omits to state a\nmaterial fact necessary to make the statements therein not misleading, and, at\nthe request of any such seller, GCI will prepare a supplement or amendment to\nsuch prospectus so that, as thereafter delivered to purchasers of Registrable\nShares, such prospectus will not contain an untrue statement of a material fact\nor omit to state any fact necessary to make the statements therein not\nmisleading; <\/font><\/p>\n\n
                                \n                                    (vii)   Cause all such  Registrable  Shares  to be  listed  on each  securities\nexchange on which similar\nsecurities issued by GCI are then listed and to be qualified for trading on each\nsystem on which similar securities issued by GCI are from time to time\nqualified; <\/font><\/p>\n\n
                                \n                                    (viii)   Provide  a  transfer  agent  and  registrar  for all  such  Registrable\nShares not later than the\neffective date of such registration statement and thereafter maintain such a\ntransfer agent and registrar; <\/font><\/p>\n\n
                                \n                                    (ix)   Enter   into  such   customary   agreements   (including   underwriting\nagreements in customary\nform) and take all such other actions as the holders of a majority of the shares\nof Registrable Shares being sold or the underwriters, if any, reasonably request\nin order to expedite or facilitate the disposition of such Registrable Shares; <\/font><\/p>\n\n
                                \n                                    (x)   Make available for inspection by any underwriter  participating  in any\ndisposition pursuant to\nsuch registration statement and any attorney, accountant or other agent retained\nby any such underwriter, all financial and other records, pertinent corporate\ndocuments and properties of GCI, and cause GCI\u0092s officers, directors,\nemployees and independent accountants to supply all information reasonably\nrequested by any such underwriter, attorney, accountant or agent in connection\nwith such registration statement; <\/font><\/p>\n\n
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                                \n                                    (xi)   Otherwise  use  reasonable   commercial  efforts  to  comply  with  all\napplicable rules and\nregulations of the Commission, and make available to its security holders, as\nsoon as reasonably practicable, all earning statements as and when filed with\nthe Commission, which earnings statements shall satisfy the provisions of\nSection 11(a) of the Securities Act and Rule 158 thereunder; <\/font><\/p>\n\n
                                \n                                    (xii)   Permit any Holder of Registrable  Shares which might be deemed,  in the\nsole and exclusive judgment\nof such Holder, to be an underwriter or a controlling person of GCI, to\nparticipate in the preparation of such registration or comparable statement and\nto require the insertion therein of material furnished to GCI in writing, which\nin the reasonable judgment of such holder and its counsel should be included;\nand <\/font><\/p>\n\n\n
                                \n                                    (xiii)   In the  event  of  the  issuance  of  any  stop  order  suspending  the\neffectiveness of a\nregistration statement, or of any order suspending or preventing the use of any\nrelated prospectus or suspending the qualification of any Registrable Shares\nincluded in such registration statement for sale in any jurisdiction, GCI will\nuse reasonable commercial efforts to promptly obtain the withdrawal of such\norder. <\/font><\/p>\n\n
                        \n                           (b)     GCI's  obligations  under this  Agreement  with  respect to the Selling  Holder\nshall be conditioned upon the Selling Holder's compliance with the following:<\/font><\/p>\n\n
                                \n                                    (i)   Such Selling  Holder shall  cooperate  with GCI in connection  with the\npreparation of the\nRegistration Statement, and for so long as GCI is obligated to file and keep\neffective the Registration Statement, shall provide to GCI, in writing, for use\nin the Registration Statement, all such information regarding the Selling Holder\nand its plan of distribution of the Registrable Shares as may be necessary to\nenable GCI to prepare the Registration Statement and prospectus covering the\nRegistrable Shares, to maintain the currency and effectiveness thereof and\notherwise to comply with all applicable requirements of law in connection\ntherewith; <\/font><\/p>\n\n
                                \n                                    (ii)   During  such  time  as  the   Selling   Holder  may  be  engaged  in  a\ndistribution of the\nRegistration Shares, such Selling Holder shall comply with Rules 10b-2, 10b-6\nand 10b-7 promulgated under the Exchange Act and pursuant thereto it shall,\namong other things: (A) not engage in any stabilization activity in connection\nwith GCI\u0092s securities in contravention of such rules; (B) distribute the\nRegistrable Shares solely in the manner described in the Registration Statement;\n(C) cause to be furnished to each broker through whom the Registrable Shares may\nbe offered, or to the offeree if an offer is not made through a broker, such\ncopies of the prospectus covering the Registrable Shares and any amendment or\nsupplement thereto and documents incorporated by reference therein as may be\nrequired by law; and (D) not bid for or purchase any GCI securities or attempt\nto induce any person to purchase any GCI securities other than as permitted\nunder the Exchange Act; <\/font><\/p>\n\n
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                                \n                                    (iii)   If the Registration  Statement  provides for a Shelf Offering,  then at\nleast ten (10) business\ndays prior to any distribution of the Registrable Shares, any Selling Holder who\nis an \u0093affiliated purchaser\u0094 (as defined in Rule 10b-6 promulgated\nunder the Exchange Act) of GCI shall advise GCI in writing of the date on which\nthe distribution by such Selling Holder will commence, the number of the\nRegistrable Shares to be sold and the manner of sale. Such Selling Holder also\nshall inform GCI when each distribution of such Registrable Shares is over; and <\/font><\/p>\n\n\n
                                \n                                    (iv)   GCI  shall  not  grant  any  conflicting  registration  rights to other\nholders of its shares, to\nthe extent that such rights would prevent Holders from timely exercising their\nrights hereunder. <\/font><\/p>\n\n
                \n                  6.     Indemnification<\/u><\/b>.<\/font><\/p>\n\n
                        \n                           (a)     By GCI<\/u><\/b>.  In the  event of any  registration  under  the  Securities  Act of any\nRegistrable Shares pursuant\nto this Agreement, GCI shall indemnify and hold harmless any Selling Holder, any\nunderwriter of such Selling Holder, each officer, director, employee or agent of\nsuch Selling Holder, and each other person, if any, who controls such Selling\nHolder or underwriter within the meaning of Section 15 of the Securities Act,\nagainst any losses, costs, claims, damages or liabilities, joint or several (or\nactions in respect thereof) (\u0093Losses\u0094), incurred by or to which each\nsuch indemnified party may become subject, under the Securities Act or\notherwise, but only to the extent such Losses arise out of or based upon (i) any\nuntrue statement or alleged untrue statement of any material fact contained, on\nthe effective date thereof, in any Registration Statement under which such\nRegistrable Shares were registered under the Securities Act, in any preliminary\nprospectus (if used prior to the effective date of such Registration Statement)\nor in any final prospectus or in any post effective amendment or supplement\nthereto (if used during the period GCI is required to keep the Registration\nStatement effective) (\u0093Disclosure Documents\u0094), (ii) any omission or\nalleged omission to state therein a material fact required to be stated therein\nor necessary to make the statements made therein not misleading or (iii) any\nviolation of any federal or state securities laws or rules or regulations\nthereunder committed by GCI in connection with the performance of its\nobligations under this Agreement; and GCI will reimburse each such indemnified\nparty for all legal or other expenses reasonably incurred by such party in\nconnection with investigating or defending any such claims, including, subject\nto such indemnified party\u0092s compliance with the provisions of the last\nsentence of subsection (c) of this Section 6, any amounts paid in settlement of\nany litigation, commenced or threatened, so long as GCI\u0092s counsel agrees\nwith the reasonableness of such settlement; provided, however, that GCI shall\nnot be liable to an indemnified party in any such case to the extent that any\nsuch Losses arise out of or are based upon (i) an untrue statement or alleged\nuntrue statement or omission or alleged omission (x) made in any such Disclosure\nDocuments in reliance upon and in conformity with written information furnished\nto GCI by or on behalf of such indemnified party specifically for use in the\npreparation thereof, (y) made in any preliminary or summary prospectus if a copy\nof the final prospectus was not delivered to the person alleging any loss,\nclaim, damage or liability for which Losses arise at or prior to the written\nconfirmation of the sale of such Registrable Shares to such person and the\nuntrue statement or omission concerned had been corrected in such final\nprospectus or (z) made in any prospectus used by such indemnified party if a\ncourt of competent jurisdiction finally determines that at the time of such use\nsuch indemnified party had actual knowledge of such untrue statement or omission\nor (ii) the delivery by an indemnified party of any prospectus after such time\nas GCI has advised such indemnified party in writing that the filing of a\npost-effective amendment or supplement thereto is required, except the\nprospectus as so amended or supplemented, or the delivery of any prospectus\nafter such time as GCI\u0092s obligation to keep the same current and effective\nhas expired. <\/font><\/p>\n\n
\n
10<\/p>
\n\n\n<\/p>
                        \n                           (b)     By the Selling Holders<\/u><\/b>.  In the event of any registration  under the Securities\nAct of any Registrable\nShares pursuant to this Agreement, each Selling Holder shall, and shall cause\nany underwriter retained by it who participates in the offering to agree to,\nindemnify and hold harmless GCI, each of its directors, each of its officers who\nhave signed the Registration Statement and each other person, if any, who\ncontrols GCI within the meaning of Section 15 of the Securities Act, against any\nLosses, joint or several, incurred by or to which such indemnified party may\nbecome subject under the Securities Act or otherwise, but only to the extent\nsuch Losses arise out of or are based upon (i) any untrue statement or alleged\nuntrue statement of any material fact contained in any of the Disclosure\nDocuments or the omission or alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements made therein\nnot misleading, if the statement or omission was in reliance upon and in\nconformity with written information furnished to GCI by such indemnifying party\nspecifically for use in the preparation thereof, (ii) the delivery by such\nindemnifying party of any prospectus after such time as GCI has advised such\nindemnifying party in writing that the filing of a post-effective amendment or\nsupplement thereto is required, except the prospectus as so amended or\nsupplemented, or after such time as the obligation of GCI to keep the\nRegistration Statement effective and current has expired or (iii) any violation\nby such indemnifying party of its obligations under Section 5(b) of this\nAgreement or any information given or representation made by such indemnifying\nparty in connection with the sale of the Selling Holder\u0092s Registrable\nShares which is not contained in and not in conformity with the prospectus (as\namended or supplemented at the time of the giving of such information or making\nof such representation); and each Selling Holder shall, and shall cause any\nunderwriter retained by it who participates in the offering to agree to,\nreimburse each such indemnified party for all legal or other expenses reasonably\nincurred by such party in connection with investigating or defending any such\nclaim, including, subject to such indemnified party\u0092s compliance with the\nprovisions of the last sentence of subsection (c) of this Section 6, any amounts\npaid in settlement of any litigation, commenced or threatened; provided<\/u>,\nhowever<\/u>, that the indemnity agreement contained in this Section 6(b)\nshall not apply to amounts paid in settlement of any loss, claim, damage,\nliability or action arising pursuant to a registration if such settlement is\neffected without the consent of Selling Holder; and provided<\/u>\nfurther<\/u>, that no Selling Holder shall be required to undertake liability\nunder this Section 6(b) for any amounts in excess of the proceeds to be received\nby such Selling Holder from the sale of its securities pursuant to such\nregistration, as reduced by any damages or other amounts that such Selling\nHolder was otherwise required to pay hereunder. <\/font><\/p>\n\n
                        \n                           (c)     Third Party  Claims<\/u><\/b>.  Promptly  after the receipt by any party hereto of notice\nof any claim, action, suit\nor proceeding by any person who is not a party to this Agreement (collectively,\nan \u0093Action\u0094) which is subject to indemnification hereunder, such party\n(\u0093Indemnified Party\u0094) shall give reasonable written notice to the\nparty from whom indemnification is claimed (\u0093Indemnifying Party\u0094). The\nIndemnifying Party shall be entitled, at the Indemnifying Party\u0092s sole\nexpense and liability, to exercise full control of the defense, compromise or\nsettlement of any such Action unless the Indemnifying Party, within a reasonable\ntime after the giving of such notice by the Indemnified Party, shall (i) admit\nin writing to the Indemnified Party, the Indemnifying Party\u0092s liability to\nthe Indemnified Party for such Action under the terms of this Section 6, (ii)\nnotify the Indemnified Party in writing of the Indemnifying Party\u0092s\nintention to assume the defense thereof and (iii) retain legal counsel\nreasonably satisfactory to the Indemnified Party to conduct the defense of such\nAction. The Indemnified Party and the Indemnifying Party shall cooperate with\nthe party assuming the defense, compromise or settlement of any such Action in\naccordance herewith in any manner that such party reasonably may request. If the\nIndemnifying Party so assumes the defense of any such Action, the Indemnified\nParty shall have the right to employ separate counsel and to participate in (but\nnot control) the defense, compromise, or settlement thereof, but the fees and\nexpenses of such counsel shall be the Indemnified Party\u0092s sole expense\nunless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii)\nany relief other than the payment of money damages is sought against the\nIndemnified Party or (iii) the Indemnified Party shall have been advised by its\ncounsel that there may be one or more legal defenses available to it which are\ndifferent from or additional to those available to the Indemnifying Party, and\nin any such case the fees and expenses of such separate counsel shall be borne\nby the Indemnifying Party. No Indemnifying Party shall settle or compromise any\nsuch Action in which any relief other than the payment of money damages is\nsought against any Indemnified Party unless the Indemnified Party consents in\nwriting to such compromise or settlement, which consent shall not be\nunreasonably withheld. No Indemnified Party shall settle or compromise any such\nAction for which it is entitled to indemnification hereunder without the\nIndemnifying Party\u0092s prior written consent, unless the Indemnifying Party\nshall have failed, after reasonable notice thereof, to undertake control of such\nAction in the manner provided above in this Section 6. <\/font><\/p>\n\n
                        \n                           (d)     Contribution<\/u><\/b>.  If the  indemnification  provided for in subsections  (a) or (b)\nof this Section 6 is\nunavailable to or insufficient to hold the Indemnified Party harmless under\nsubsections (a) or (b) above in respect of any Losses referred to therein for\nany reason other than as specified therein, then the Indemnified Party shall\ncontribute to the amount paid or payable by such Indemnified Party as a result\nof such Losses in such proportion as is appropriate to reflect the relative\nfault of the Indemnified Party on the one hand and such Indemnified Party on the\nother in connection with the statements or omissions which resulted in such\nLosses, as well as any other relevant equitable considerations; provided<\/u>,\nhowever<\/u>, that the contribution obligations contained in this Section 6(d)\nshall not apply to amounts paid in settlement of any loss, claim, damage,\nliability or action arising pursuant to a registration if such settlement is\neffected without the consent of Selling Holder; and provided<\/u>\nfurther<\/u>, that no Selling Holder shall be required to make any\ncontributions under this Section 6(d) for any amounts in excess of the proceeds\nto be received by such Selling Holder from the sale of its securities pursuant\nto such registration, as reduced by any damages or other amounts that such\nSelling Holder was otherwise required to pay hereunder. The relative fault shall\nbe determined by reference to, among other things, whether the untrue or alleged\nuntrue statement of a material fact or the omission or alleged omission to state\na material fact relates to information supplied by (or omitted to be supplied\nby) GCI or the Selling Holder (or underwriter) and the parties\u0092 relative\nintent, knowledge, access to information and opportunity to correct or prevent\nsuch statement or omission. The amount paid or payable by an indemnified party\nas a result of the Losses referred to above in this subsection (d) shall be\ndeemed to include any legal or other expenses reasonably incurred by such\nIndemnified Party in connection with investigating or defending any such action\nor claim. No person guilty of fraudulent misrepresentation (within the meaning\nof Section 11(f) of the Securities Act) shall be entitled to contribution from\nany person who was not guilty of such fraudulent misrepresentation. <\/font><\/p>\n\n
\n
11<\/p>
\n\n\n<\/p>
                \n                  7.     Miscellaneous<\/u><\/b>.<\/font><\/p>\n\n
                        \n                           (a)     Notices<\/u><\/b>.  All  notices,  requests,  demands,  waivers and other  communications\nrequired or permitted to be\ngiven under this Agreement shall be in writing and shall be deemed to have been\nduly given if delivered personally or mailed, certified or registered mail with\npostage prepaid, or sent by telecopier (with a conforming copy by U.S. mail), as\nfollows: <\/font><\/p>\n\n<\/pre>\n\n\n
 <\/font><\/td>\n(i)<\/font><\/td>\nif to GCI at:
\nGeneral Communication, Inc.
\n2550 Denali Street, Suite 1000
\nAnchorage, Alaska 99503
\nATTN: Chief Financial Officer
\nTelecopy: (907) 265-5676<\/p>\n
With a copy to:<\/p>\n
General Communication, Inc.
\n2550 Denali Street, Suite 1000
\nAnchorage, Alaska 99503
\nATTN: Corporate Counsel
\nTelecopy: (907) 265-5676<\/p>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
12<\/p>\n<\/p>\n\n\n\n
 <\/font><\/td>\n(ii)<\/font><\/td>\nif to Network Services, at:
\nMCI WORLDCOM Network Services, Inc.
\nc\/o WorldCom Venture Fund, Inc.
 
\n1133 19th Street, NW
 
\nWashington, DC 20036
 
\nATTN:  Mr. Stephen Mooney
 
\nTelecopy: (202) 736-6293<\/p>\n
<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(iii)<\/font><\/td>\nif to WorldCom, at:
\nc\/o WorldCom Venture Fund, Inc.
\n1133 19th Street, NW
\nWashington, DC 20036
\nATTN:  Mr. Stephen Mooney
\nTelecopy: (202) 736-6293<\/p>\n
with a copy to:<\/p>\n
WorldCom, Inc.
\n1133 19th Street, NW
\nWashington, DC 20036
\nATTN: Office of the General Counsel <\/font><\/td>\n<\/tr>\n<\/table>\n

\n                                    (iv)   if to any Holder  other  than  Network  Services  or  WorldCom,  at the
\naddress provided to GCI (and if none provided, to WorldCom and Network Services)<\/font><\/p>\n
or to such other person or
\naddress as any party shall specify by notice in writing to the other party. All
\nsuch notices, requests, demands, waivers and communications shall be deemed to
\nhave been received on the date of delivery or on the third business day after
\nthe mailing thereof, except that any notice of a change of address shall be
\neffective only upon actual receipt thereof. <\/font><\/p>\n

\n                           (b)     Entire Agreement<\/u><\/b>.  This Agreement  constitutes the entire agreement between the
\nparties hereto and
\nsupersedes all prior agreements and understandings, oral and written, between
\nthe parties hereto with respect to the subject matter hereof. <\/font><\/p>\n

\n                           (c)     Binding  Effect;  Benefit<\/u><\/b>.  This Agreement shall inure to the benefit of and be
\nbinding upon the parties
\nhereto and their respective successors and assigns. Nothing in this Agreement,
\nexpressed or implied is intended to confer on any person other than the parties
\nhereto or their respective successors and assigns (including, in the case of
\nNetwork Services and WorldCom, any successor or assign thereof as the holder of
\nRegistrable Shares), any rights, remedies, obligations or liabilities under or
\nby reason of this Agreement, other than rights conferred upon indemnified
\npersons under Section 6. <\/font><\/p>\n
<\/p>\n
13<\/p>\n<\/p>\n

\n                           (d)     Amendment and  Modification<\/u><\/b>.  This Agreement may be amended or modified only by
\nan instrument in writing
\nsigned by or on behalf of each party and any other person then a Holder. Any
\nterm or provision of this Agreement may be waived in writing at any time by the
\nparty which is entitled to the benefits thereof. <\/font><\/p>\n

\n                           (e)     Section  Headings<\/u><\/b>.  The  section  headings  contained  in  this  Agreement  are
\ninserted for reference
\npurposes only and shall not affect the meaning or interpretation of this
\nAgreement. <\/font><\/p>\n

\n                           (f)     Counterparts<\/u><\/b>.  This  Agreement may be executed in  counterparts,  each of which
\nshall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.<\/font><\/p>\n

\n                           (g)     Applicable  Law<\/u><\/b>.  This  Agreement and the legal  relations  between the parties
\nhereto shall be governed by
\nand construed in accordance with the laws of the State of Alaska, without regard
\nto the conflict of laws and rules thereof. <\/font><\/p>\n
<\/p>\n
14<\/p>\n<\/p>\n
        IN
\nWITNESS THEREOF, the parties hereto have executed this Agreement as of the date
\nfirst above written. <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\nGENERAL COMMUNICATION, INC.<\/b><\/p>\n
<\/font><\/td>\n<\/tr>\n
<\/td>\nBy:<\/td>\n\n
\nJohn M. Lowber, Senior Vice President<\/p>\n<\/td>\n<\/tr>\n
 <\/td>\n
MCI WORLDCOM NETWORK SERVICES, INC.<\/b><\/p>\n
<\/font><\/td>\n<\/tr>\n
<\/td>\nBy:<\/td>\n\n
\n<\/td>\n<\/tr>\n
<\/td>\nName:<\/td>\n\n
\n<\/td>\n<\/tr>\n
<\/td>\nTitle:<\/td>\n\n
\n<\/td>\n<\/tr>\n
 <\/td>\n<\/p>\n
WORLDCOM, INC.<\/b><\/p>\n
<\/font><\/td>\n<\/tr>\n
<\/td>\nBy:<\/td>\n\n
\n<\/td>\n<\/tr>\n
<\/td>\nName:<\/td>\n\n
\n<\/td>\n<\/tr>\n
<\/td>\nTitle:<\/td>\n\n
\n<\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
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