Exhibit 10.124
FOURTH AMENDMENT TO
CONTRACT FOR ALASKA ACCESS SERVICES
This Fourth Amendment to the CONTRACT FOR ALASKA ACCESS SERVICES is made as of
this 30th day of June, 2004 (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., an Alaska corporation (together
"GCI").
BACKGROUND
1. GCI and Sprint entered into that certain CONTRACT FOR ALASKA
ACCESS SERVICES, effective as of March 12, 2002 ("Contract"). The
Contract has been amended three times, respectively, as of July
24, 2002, December 31, 2003, and February 19, 2004.
2. GCI and Sprint desire to amend the Contract to address changes in
pricing, network performance standards and the procedure for
negotiating future price adjustments.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, GCI and Sprint agree as follows:
1. Section 2(B)(2), **********, is hereby amended as follows:
a. The rate per minute for all ********** will be
********** to $********** per minute effective
**********. ********** will continue to **********
charges ********** pays to third parties who are
providing its 800 query service associated with
********** at ********** direct cost.
b. The following language is hereby deleted:
GCI Option. If the Effective Sprint Southbound Rate
becomes less than the ********** plus $**********, GCI
may, at its option, increase the rates contained in this
subsection to a level where the Effective Sprint
Southbound Rate is ********** to the ********** plus
$**********. GCI will provide 30 days written
notification to Sprint prior to implementing this
option.
2. Section 2(B)(3), **********, is hereby amended as follows:
a. The rate per minute for all ********** will be
********** to $********** per minute effective
**********.
b. The following language is hereby deleted:
GCI Option. If the Effective Sprint Northbound Rate
becomes less than the ********** plus $**********, GCI
may, at its option, increase the rates contained in this
subsection to a level where the Effective Sprint
Northbound Rate is ********** to the **********
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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plus $**********. GCI will provide 30 days written
notification to Sprint prior to implementing this
option.
3. Section 2(B)(4), Sprint Alaska ********** and ********** Service, is
hereby deleted and replaced with the following:
4. Sprint Alaska ********** and ********** Service.
(a) GCI will charge Sprint its best available **********
term rate for both (1) the ********** or ********** sold
in units equal to or less than a **********, and (2)
**********, from all points in Alaska.
(b) During the term of the Contract, GCI will provide
Sprint a monthly account credit equal to **********
percent (**********%) of the total ********** Sprint
Alaska ********** Service charges for circuits sold in
increments of ********** and below. In addition, GCI
will provide Sprint a monthly account credit equal to
********** percent (**********%) on all Sprint
********** and ********** charges. Collectively, these
two credits shall be referred to as the "Alaska
********** Contract Credit"). The Alaska **********
Contract Credit will be applied to the next monthly
invoice.
(c) Sprint agrees to lease from GCI ********** protected
********** for a five (5) year term at the rate of
********** per ********** per month. GCI will provide
Sprint a monthly account credit equal to **********
percent (**********%) of the total ********** charges
solely for these ********** circuits, during the five
(5) year lease term therefor. The ********** term shall
commence as of the date the ********** circuits are
accepted by Sprint and shall continue for five (5) years
thereafter. The terms and conditions of the Contract
shall remain in effect for the agreed upon five (5) year
term from the acceptance date of the ********** circuits
as if the Contract were still in effect with respect to
such circuits, notwithstanding either (1) the expiration
of the initial term of the Contract on March 31, 2007,
or (2) any termination or change in any or all of the
other services provided under this Contract (e.g. under
Section 2(G)). ********** leased by Sprint will be
diversely routed on GCI Alaska United East Fiber Optic
System and GCI Alaska United West Fiber Optic System.
********** of the ********** leased by Sprint will be
used to implement the plan for Broadband ********** as
set forth below. Sprint may, at its sole option,
temporarily relinquish unused ********** channels in the
**********, and GCI will issue a credit in the amount of
********** per unused channel per month. When service on
a channel is initiated on a day other than the first day
of the month, or terminates on a day other than the last
day of the month, the charges for that month will be
determined by pro-rating the monthly payment by the
actual number of days service was received for the
applicable month. Credits for any unused channels will
be applied to the next monthly invoice.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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4. Section 2(F), Network Performance Standards, is hereby deleted and
replaced with the following:
(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, AK and the
contiguous United States on a diverse ********** protected
fiber optic facilities with a combined annual availability
of **********% or greater.
b. GCI will provision all Sprint Traffic transiting GCI's
network between Anchorage, AK and Juneau, AK on diversely
protected terrestrial network facilities with the ability
to automatically switch to the alternate diverse path in
the event of a failure of the primary path.
c. GCI will provision all Sprint Traffic transiting GCI's
network between Anchorage, AK and Fairbanks, AK on
diversely protected terrestrial network facilities with the
ability to automatically switch to the alternate diverse
path in the event of a failure of the primary path.
d. GCI will not use any form of compression on Sprint voice
traffic transiting GCI's terrestrial networks (1).
5. Section 2(G), Annual Meetings and Price Adjustments, is hereby
deleted in its entirety and replaced with the following:
(G) Meetings and Price Adjustments. Both parties agree to meet
and review the Alaska competitive access market on or about
********** and every ********** thereafter for the remaining
term of the Contract. If, at the time of the competitive
access market review, a GCI ********** has ********** Sprint
with a ********** for all ********** (including ********** and
********** along with all ********** and **********) and which
********** Sprint's total ********** for all **********, the
pricing shall be disclosed to GCI broken out into the
following product groups: **********, **********, **********
or greater, ********** or greater, ********** less than
**********, and ********** services. If GCI does not offer
********** that is the ********** or ********** the disclosed
********** total ********** and **********, Sprint may
terminate its commitment in Section 2 to ********** for
********** by **********. Notwithstanding the foregoing, the
lease set forth in Section 2(B)(4)(c) hereof shall remain in
full force and effect for a minimum of a five (5) year term.
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
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1 GCI terrestrial networks will include, at a minimum, network between Seattle,
Juneau and Anchorage ("AU East"), Anchorage, Valdez, Fairbanks and Prudhoe Bay
("AUFS"), Seattle, Warrenton, Seward and Anchorage ("AU West"), Anchorage, Eagle
River, Wasilla and Palmer (the "Anchorage MAN" and related extensions) and
Anchorage and Kenai (Kenai Microwave Network).
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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agree, however, that a ********** does not have to have the
same level of ********** in order to be **********.
6. A new Section 2(H), Broadband **********, is hereby added to the
Contract:
Broadband **********. GCI and Sprint will work together to
********** private lines from customer premises in Anchorage,
Fairbanks, and Juneau, Alaska to Sprint's Seattle, Washington
POP. Sprint ********** will be aggregated onto GCI **********
protected ********** facilities. This activity will be known
as "Broadband **********". ********** circuits from customer
premises in Anchorage will be multiplexed onto the **********
facilities in Anchorage. ********** circuits from Fairbanks
will be ********** to Anchorage and ********** onto the
********** facilities when vacant ********** channels are
available. ********** circuits from Juneau will be **********
to Anchorage and ********** onto the ********** facilities
when vacant ********** channels are available.
7. Within thirty (30) days following Sprint's execution of this
Amendment, GCI will remit a check to Sprint for a ********** of
**********.
8. Upon receipt of orders from Sprint for the **********protected
********** as described in Paragraph 3 above, GCI will implement the
plan for Broadband ********** as proposed to Sprint on April 20, 2004
(which proposal has been modified to include ********** protected
**********). The Broadband ********** will become effective upon
network conversion. GCI and Sprint will both make "best efforts" to
complete the network conversion no more than thirty (30) days following
GCI's receipt of service orders from Sprint.
9. Except as modified herein, the Contract remains in full force and
effect. Any further amendments must be in writing and signed by both
parties.
10. The parties agree to use best efforts to amend that Master Services
Agreement dated as of March 30, 2001 between the parties ("MSA") within
thirty (30) days from the Effective Date. The amendment shall include
the technical specifications and outage credits for the **********
leased under Section 2(B)(4)(c) hereof. Sprint shall have no obligation
to accept such ********** until both parties have executed the MSA
amendment.
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Amendment on the date indicated below.
SPRINT COMMUNICATIONS COMPANY L.P.
By: /s/
Name: James D. Patterson
Title: Vice President, Carrier Markets
Date: 6/30/04
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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GCI COMMUNICATION CORP.
By: /s/
Name: Richard Westlund
Title: Vice President & General Manager, Long Distance & Wholesale Services
Date: 6/30/04
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