GENERAL COMMUNICATION INC
EXHIBIT 10.106 1ST AMEND TO 560 COMP AGREEMENT
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<TYPE>EX-10
<SEQUENCE>9
<FILENAME>comp560amend.txt
<DESCRIPTION>EXHIBIT 10.106 1ST AMEND TO 560 COMP AGREEMENT
<TEXT>
                                                                  Exhibit 10.106
                               FIRST AMENDMENT TO
                            AIRCRAFT LEASE AGREEMENT

THIS FIRST AMENDMENT TO AIRCRAFT LEASE AGREEMENT ("Amendment") is dated
effective as of February 8, 2002 ("Effective Date"), and is entered into between
GCI COMMUNCIATION CORP., an Alaska corporation ("GCI" and "Lessee") and 560
COMPANY, INC., an Alaska corporation ("Lessor").

                                   WITNESSETH:

WHEREAS, GCI and Lessor entered into an Aircraft Lease Agreement dated as of
January 22, 2001 ("Agreement");

WHEREAS, the Agreement relates to the following-described aircraft, together
with all equipment and accessories attached thereto or used in connection
therewith (collectively, "Aircraft"):

         Make/model:       Cessna Citation V (C560)
         Registration:     N560ER
         Serial no.:       560-0003
         Engines:          Pratt & Whitney JT15D-5A
         Serial no.:       Left 108003  Right 108535

WHEREAS, the parties have agreed that certain provisions of the Agreement be
amended upon the terms and conditions set forth below;

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
agree as follows:

SECTION 1. Definitions, Generally. Unless specifically defined or redefined
below, capitalized terms used herein shall have the meanings ascribed thereto in
the Agreement.

SECTION 2. Amendment to Section 3A. Section #3A of the Agreement shall be
amended and restated in its entirety as follows:

     A. Effective as of January 1, 2002, GCI shall pay rent to Lessor at the
        rate of US$50,000.00 per month "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.


                                      -1-
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SECTION 3. Amendment to Section 3B. Section #3B of the Agreement shall be
amended and restated in its entirety as follows:

     B. In addition to the monthly payment, GCI shall grant to Lessor an option
        to purchase 250,000 shares of General Communication, Inc., Class A
        Common Stock ("Stock"), no par value, at $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.

SECTION 4. Amendment to Section 3C. Section #3C of the Agreement shall be
amended and restated in its entirety as follows:

     C. In addition to the above payments, GCI shall provide Lessor with a one
        million five hundred thousand dollars ($1,500,000) 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.

SECTION 5. New Section 8D. A new Section #8D is hereby added to the Agreement as
follows:

     D. In the event that GCI is unable to or elects not to purchase the
        insurance coverage specified in this Section 8, GCI hereby agrees to
        indemnify Lessor for any difference between the amount of insurance
        actually acquired and the amount of insurance required by this
        Agreement.


                                      -2-
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SECTION 6. Entire Agreement; Ratification. THE AGREEMENT AND THIS AMENDMENT
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. EXCEPT AS MODIFIED
OR SUPPLEMENTED HEREBY, THE AGREEMENT AND ALL OTHER DOCUMENTS AND AGREEMENTS
EXECUTED IN CONNECTION THEREWITH SHALL CONTINUE IN FULL FORCE AND EFFECT.

SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.


IN WITNESS WHEREOF, this Amendment is executed as of the Effective Date.


                                 GCI HOLDINGS, INC.



                                 By:
                                 /s/
                                 John M. Lowber
                                 Senior Vice President, CFO & Treasurer


                                 560 COMPANY, INC.



                                 By:
                                 /s/
                                 Ronald A. Duncan, President


                                      -3-


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