EX-10.1.44 3 d377947dex10144.htm EX-10.1.44 THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY...

EX-10.1.44 3 d377947dex10144.htm EX-10.1.44

Exhibit 10.1.44

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]

Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

between

American Airlines, Inc.

and

Gogo LLC

Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

This Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement (together with the Exhibits and the Appendix hereto, this “Agreement”) is made effective as of February 1, 2017, (the “Effective Date”), between American Airlines, Inc., a Delaware corporation with its principal place of business at 0000 Xxxx Xxxxxx Xxxx., Xxxx Xxxxx, XX 00000 (“American”), and Gogo LLC (f/k/a Aircell LLC), a Delaware limited liability company with offices located at 000 X. Xxxxx Xx., Xxxxx 0000, Xxxxxxx, XX 00000 (“Gogo”). Each of American and Gogo are referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, American and US Airways, Inc. (“US”) merged on December 30, 2015, and American and US have combined their operations and are operating as one airline under one FAA operating certificate under the name American Airlines;

WHEREAS, Gogo provides in-flight connectivity and entertainment equipment and services on certain aircraft operated or to be operated in the future by American pursuant to the following agreements (collectively, the “Prior Agreements”):

• Mutual Nondisclosure Agreement between US and Gogo, effective as of November 28, 2006 (the “US NDA”);

• Confidentiality Agreement between American and Gogo, effective as of October 15, 2007 (the “American NDA”);

• Amended and Restated In-Flight Connectivity Services Agreement between US and Gogo, effective as of March 14, 2012 (the “US Agreement”), which includes, for avoidance of doubt, the Content Filtering SOW to the US Agreement dated April 28, 2010;

• Amendment One to the US Agreement, effective as of March 14, 2012;

• Amendment Two to the US Agreement, effective as of December 18, 2012;

• Third Amended and Restated In-Flight Connectivity Services Agreement between American and Gogo, effective as of September 13, 2012 (the “Pre-Apollo Agreement”);

• Amendment One to Pre-Apollo Agreement, effective as of September 13, 2012;

• Amendment Two to Pre-Apollo Agreement, effective as of May 30, 2014;

• Amendment Three to Pre-Apollo Agreement, effective as of February 1, 2015;

• In-Flight Connectivity Services Agreement between American and Gogo, effective as of September 14, 2012 (the “Apollo Agreement”);

• Interim Agreement among American, US and Gogo, effective as of December 1, 2015;

• Letter Agreement between American and Gogo, concerning primarily 2Ku Solution terms, effective as of May 27, 2016;

• Letter Agreement between American and Gogo concerning GGV (also know as Wireless Entertainment), effective as of November 1, 2016 (the “GGV AD Letter Agreement”); and

• Letter Agreement between American and Gogo concerning Charter Flights, effective as of February 1, 2017.

WHEREAS, the Parties wish, for a variety of reasons, including without limitation, ease of reference and operating efficiencies, to combine the Prior Agreements and make such changes thereto as the Parties shall mutually agree upon, by executing and delivering this Agreement, which upon such execution and delivery, shall replace and supersede the Prior Agreements (with the sole exception of Section 3 of Amendment One to the Pre-Apollo Agreement, which shall survive such execution and delivery) in their entirety.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises herein set forth, the Parties hereby agree as follows:

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

2

Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

1. DEFINITIONS

In addition to those terms defined in the body of this Agreement or the Exhibits hereto, the definitions below shall apply to the following terms:

1.1 “2Ku Fleet” means the Airbus A319 family A/C and Airbus A320 family A/C listed in Exhibit A-1 to be equipped with the 2Ku Solution.

1.2 “2Ku Revenue Launch Date” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

1.3 “2Ku Solution” means Gogo’s 2Ku connectivity solution using two (2) Ku-band antennas, one for upload and one for download, a Next Gen Gilat satellite network modem and 802.11ac WAP on the aircraft.

1.4 “757 Fleet” means the Boeing 757 A/C listed in Exhibit A-4a.

1.5 “A/C” or “Aircraft” means an aircraft operated by American or an Operator.

1.6 “AACU” means the ABS ATG communications unit.

1.7 “AACU-B” means the ABS ATG communication unit B.

1.8 “AA Subscriptions” means monthly subscription paid by American passengers to Gogo for unlimited access to Connectivity Services as described in more detail in Exhibit M.

1.9 “Account Manager” has the meaning set forth in Section 11.1.3.

1.10 “ACPU” means ABS controller processor unit.

1.11 “ACPU-2” means ABS control processor unit second generation.

1.12 “Active Monitoring” has the meaning set forth in Section 5.1 of Exhibit F.

1.13 “acWAPs” means 802.11ac cabin wireless access points.

1.14 “Additional A/C” has the meaning set forth in Section 2.1.

1.15 “Ad Revenue” has the meaning set forth in Section 1.5.1 of Exhibit I.

1.16 “Ad Space” has the meaning set forth in Section 1.5.2 of Exhibit I.

1.17 “Ad Space Value” has the meaning set forth in Section 1.5.3 of Exhibit I.

1.18 “Advertiser” has the meaning set forth in Section 1.5.4 of Exhibit I.

1.19 “Affiliate Fee” means the percentage of revenue Gogo pays to American [***] as further described in Section 2.1.2 of Exhibit D.

1.20 “Affiliate” has the meaning set forth in Exhibit V.

1.21 “Aggregate Revenues” means all revenue that Gogo collects for or in connection with the Gogo Services.

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

3

Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

1.22 “Agreement” has the meaning set forth in the recitals.

1.23 “Air-to-Ground” or “ATG” means technology that uses an air-to-ground link to communicate between a ground network of cell towers and an in-cabin Wi-Fi network.

1.24 [***].

1.25 “AIPC” means the aircraft illustrated parts catalog.

1.26 “American” has the meaning set forth in the recitals.

1.27 “American Advertiser” has the meaning set forth in Section 1.5.5 of Exhibit I.

1.28 “American Copyright Works” has the meaning set forth in Exhibit V.

1.29 “American Data” has the meaning set forth in Exhibit V.

1.30 “American Identifiers” has the meaning set forth in Exhibit V.

1.31 “American Indemnified Parties” has the meaning set forth in Section 21.1.

1.32 “American IP” has the meaning set forth in Exhibit V.

1.33 “American Marks” has the meaning set forth in Exhibit V.

1.34 “American NDA” has the meaning set forth in the recitals.

1.35 “American Patents” has the meaning set forth in Exhibit V.

1.36 “American Supplier” has the meaning set forth in Section 3.4.5.

1.37 “American System” has the meaning set forth in Exhibit V.

1.38 “American Technology” means American’s proprietary business and technical information concerning American’s business and operations, including without limitation, A/C and any derivatives thereof.

1.39 “American Whitelisted Content” has the meaning set forth in Section 1.1 of Exhibit I.

1.40 “AMM” means the aircraft maintenance manual.

1.41 “Ancillary Services” means Gogo Services except for Connectivity Services, [***] and Wireless Entertainment, and includes without limitation, Engineering Services, Maintenance Services, customer care and Portal services.

1.42 “Anonymous Data” has the meaning set forth in Exhibit V.

1.43 “Apollo Agreement” has the meaning set forth in the recitals.

1.44 “Applicable Agreement” has the meaning set forth in Section 5.1.2.1.

1.45 “ARINC” means Aeronautical Radio Inc.

American Airlines, Inc. and Gogo LLC

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4

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Services and Maintenance Agreement

1.46 “ARPA” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

1.47 “ASA” means above service altitude.

1.48 “ATGM” means Air-to-Ground modem.

1.49 “ATG4 Mainline Fleet” means the Boeing 737 A/C, Airbus A321 family A/C and Airbus A319 family A/C listed in Exhibit A-3.

1.50 “ATG Solution” means Gogo’s Air-to-Ground connectivity solution using an omni-directional antenna and one (1) ATG (EV-DO Rev A) modem on the aircraft.

1.51 “ATG4 Solution” means Gogo’s Air-to-Ground connectivity solution using a directional antenna and two (2) ATG (EV-DO Rev B) modems on the aircraft.

1.52 “Base Retail Price” means as to any flight and any passenger Wi-Fi-enabled device, the full price charged by Gogo for use of Connectivity Services on such device on such flight, not taking into account any discounts, promotions, Sponsorships or other promotional activities.

1.53 “Baseline Period” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

1.54 “BIA” means the business intelligence and analytics portal.

1.55 “BOM” means xxxx of materials.

1.56 [***].

1.57 “BTS” means base transceiver stations.

1.58 “CDR” means critical design review.

1.59 “CDR Gate” has the meaning set forth in Section 1.3.1 of Exhibit F.

1.60 “Certifications” means such certifications and approvals as are required by applicable government bodies to provide the Gogo Services on Retrofit A/C flying in the Territory.

1.61 “Change of Control of Gogo” has the meaning set forth in Section 18.6.

1.62 “Charter Flight” has the meaning set forth in the recitals of Exhibit S.

1.63 “Charter Notice” has the meaning set forth in Section 1 of Exhibit S.

1.64 “Click Through Rate” has the meaning set forth in Section 5.2.6 of Exhibit K.

1.65 “CMM” means the component maintenance manual.

1.66 “CMS” means content management system.

1.67 “Common Broadcast Incidents” has the meaning set forth in Exhibit V.

1.68 “Component” means Equipment other than consumable and expendable parts.

American Airlines, Inc. and Gogo LLC

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Services and Maintenance Agreement

1.69 “Confidential Information” has the meaning set forth in Section 20.2.

1.70 “Connectivity Revenue” [***].

1.71 “Connectivity Revenue Share” means American’s share of Connectivity Revenue as more specifically described in Exhibit D.

1.72 “Connectivity Services” means Gogo’s in-flight wireless Internet connectivity services for passengers’ laptop computers, tablets, smartphones and other PEDs with Wi-Fi capability, including but not limited to email, instant messaging, over-the-top messaging (e.g., iMessage, WhatsApp messaging), access to virtual private networks and Internet browsing.

1.73 [***].

1.74 “Connectivity Take Rate” for any applicable measurement period, means [***].

1.75 “Content” has the meaning set forth in Section 1.5.6 of Exhibit I.

1.76 “Contracted Fleet” means all A/C on which Equipment is installed pursuant to this Agreement (after the Effective Date), including the 2Ku Fleet, Mainline New Deliveries, Regional Jet Fleet and, to the extent the option in either Section 2.1(x) or 2.1(y) is exercised, Additional A/C.

1.77 “Control” has the meaning set forth in Exhibit V.

1.78 “Coverage” has the meaning set forth in Section 1 of Exhibit Q.

1.79 “CRC” means cyclical redundancy checks.

1.80 “CSP” means content service provider.

1.81 “Current Routes” has the meaning set forth in Section 1 of Exhibit Q.

1.82 “CWAP” means cabin wireless access point.

1.83 “Dashboard” has the meaning set forth in Section 2.1 of Exhibit K.

1.84 “Data Law” has the meaning set forth in Exhibit V.

1.85 “Data Processor” has the meaning set forth in Exhibit V.

1.86 “Deinstallation” means removal from the A/C of all Equipment listed in Exhibit B except the Installation Kit.

1.87 “Designated Destination” means the point of delivery specified by American.

1.88 “DHCP” means dynamic host configuration protocol.

1.89 “Discloser” has the meaning set forth in Section 20.2.

1.90 “Documentation” has the meaning set forth in Section 3.4.

1.91 “Downtime” has the meaning set forth in Section 5(a) of Exhibit J.

American Airlines, Inc. and Gogo LLC

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1.92 “DSC” means digital switching centers.

1.93 “Effective Date” has the meaning set forth in the recitals.

1.94 “EIS” means, with respect to any Retrofit A/C, entry into service for revenue flights.

1.95 “Electronic Property” has the meaning set forth in Exhibit V.

1.96 “Engineering Liaison” has the meaning set forth in Section 11.1.2.

1.97 “Engineering Services” means any engineering design, drawing or certification-related activity provided by Gogo or Gogo’s subcontractors, including without limitation, the services set forth in Section 9.3.

1.98 “Equipment” means the LRUs and other equipment, including consumable and expendable parts, set forth in Exhibit B for each Technology Type (as such Exhibit may be amended or supplemented from time to time for Technology Types other than ATG, ATG4 and/or 2Ku) that Gogo installs, or provides for American to install, on the A/C for the provision of the Connectivity Service. Equipment also includes the accompanying Documentation.

1.99 “Event of Default” has the meaning set forth in Section 18.5.

1.100 “Excluded Claims” has the meaning set forth in Section 21.1.

1.101 [***].

1.102 “Excusable Delay” has the meaning set forth in Section 24.1.

1.103 “Existing Retrofit Fleet” means all A/C on which Equipment has been installed as of the Effective Date.

1.104 “Extended Warranty Period” has the meaning set forth in Section 9.2.

1.105 “FAA” means the Federal Aviation Administration.

1.106 “FAI” means first article inspection(s).

1.107 “FAM” means federal air marshal.

1.108 “First Installation” means each Initial Installation and each Upgrade that occurs when satellite-based Equipment is first installed.

1.109 “Fleet Type” means any fleet type in Exhibits X-0, X-0, X-0, A-4a and A-4b.

1.110 “Fly-Along Support” has the meaning set forth in Section 5.1 of Exhibit F.

1.111 “Future Routes” has the meaning set forth in Section 1 of Exhibit Q.

1.112 “Gate-to-gate” means the period of time as further described in Exhibit E.

1.113 “General Gogo Services Uses” has the meaning set forth in Exhibit V.

1.114 “Gogo” has the meaning set forth in the recitals.

American Airlines, Inc. and Gogo LLC

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Services and Maintenance Agreement

1.115 “Gogo Advertiser” has the meaning set forth in Section 1.5.7 of Exhibit I.

1.116 “Gogo Copyright Works” has the meaning set forth in Exhibit V.

1.117 “Gogo Customer Database” has the meaning set forth in Exhibit V.

1.118 “Gogo Data” has the meaning set forth in Exhibit V.

1.119 “Gogo Identifiers” has the meaning set forth in Exhibit V.

1.120 “Gogo Indemnified Parties” has the meaning set forth in Section 21.2.

1.121 “Gogo IP” has the meaning set forth in Exhibit V.

1.122 “Gogo Marks” has the meaning set forth in Exhibit V.

1.123 “Gogo Multi-Airline Pass” has the meaning set forth in Section 2.1.2 of Exhibit D.

1.124 “Gogo Patents” has the meaning set forth in Exhibit V.

1.125 “Gogo Services” means the Connectivity Services, [***], Wireless Entertainment, Ancillary Services and any other services to be provided by Gogo pursuant to this Agreement, including without limitation, services pertaining to maintenance, support, engineering, installation and Deinstallation of the Equipment, and training in connection therewith.

1.126 “Gogo System” has the meaning set forth in Exhibit V.

1.127 “Gogo Technology” means Gogo’s proprietary business and technical information concerning Gogo’s business and operations, including without limitation, the Equipment, Software, system interfaces, Gogo Services and Operational Applications, and the process used in the manufacture of Equipment and any derivatives thereof.

1.128 “GPS” means global positioning satellite.

1.129 “ICD” means interface control document.

1.130 “IDR” means intermediate design review.

1.131 “IFC” means in-flight connectivity.

1.132 “IFE” means in-flight entertainment.

1.133 “Indemnified Party” means either Gogo Indemnified Parties or American Indemnified Parties.

1.134 “Indemnitor” has the meaning set forth in Section 21.3.

1.135 “Initial Installation” means an installation of Equipment and Software on a Retrofit A/C that is not an Upgrade.

1.136 “Initial Warranty Period” has the meaning set forth in Section 9.2.

American Airlines, Inc. and Gogo LLC

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1.137 “Installation Guidelines” has the meaning set forth in Section 10.2.

1.138 “Installation Kit” means hardware, cabling and any other supplemental material that is not an LRU but that is required to install Equipment on an A/C.

1.139 “Internal Portal Page” has the meaning set forth in Section 1.5.8 of Exhibit I.

1.140 [***].

1.141 “ITCM” means initial technical coordination meeting.

1.142 “KANDU” means the Ku-band aircraft networking data unit.

1.143 “KRFU” means Ku/Ka-band radio frequency unit.

1.144 “LAN” means local area network.

1.145 “Late Delivery” has the meaning set forth in Section 7.7.

1.146 “Lead Times” are as set forth in Exhibit B.

1.147 “Leased Equipment” has the meaning set forth in Section 5.1.

1.148 “Link” and “Links” have the meanings set forth in Exhibit N.

1.149 “LRU” means each line replaceable unit as listed in Exhibit B and is the basic unit of installation and/or replacement of hardware within an Aircraft.

1.150 “Mainline New Deliveries” means the A321S A/C and B737-800 A/C listed in Exhibit A-3 and indicated as new deliveries, which are expected to be delivered to American between the Effective Date [***].

1.151 “Maintenance Notice” has the meaning set forth in Section 2.4 of Exhibit G.

1.152 “Maintenance Services” means the maintenance services to be provided by Gogo, as set forth in Exhibit G.

1.153 “Malfunction” has the meaning set forth in Section 2.4 of Exhibit G.

1.154 “Mandatory Change” has the meaning set forth in Section 4.1.

1.155 “Marks” means, with respect to Gogo, the Gogo Marks that are directly applicable to the Program, and with respect to American, the American Marks that are directly applicable to the Program.

1.156 “MCP” has the meaning set forth in Section 3.3.6.

1.157 “MD-80 Fleet” means the XxXxxxxxx Xxxxxxx MD-80 A/C listed in Exhibit A-4a.

1.158 “Measurement Period” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

1.159 “Media Rate Card” has the meaning set forth in Section 1.5.9 of Exhibit I.

1.160 “Metric Aggregation” has the meaning set forth in Section 4(b)(ii) of Exhibit J-2.

American Airlines, Inc. and Gogo LLC

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1.161 “ModMan” means modem and manager.

1.162 “MOR” means merchant of record.

1.163 “MSF” means monthly service fees.

1.164 “MTBF” means mean time between failures.

1.165 “NCPO” means no-charge purchase order.

1.166 “Non-revenue Passenger” means any boarded passenger who has not paid American for a revenue generating ticket, including without limitation crew and other American employees.

1.167 “NOC” means network operations center.

1.168 “NRE” means non-recurring engineering.

1.169 “OEM” means original equipment manufacturer.

1.170 “Operational Applications” has the meaning set forth in Exhibit N.

1.171 “Operator” means the operator of a regional jet owned by or operated on behalf of American and specifically listed in Exhibit A-2 on which American elects to install or have installed Equipment pursuant to this Agreement.

1.172 “OSR” means on-site representative.

1.173 “Other Airline Business Applications” has the meaning set forth in Exhibit N.

1.174 “Other American Data” has the meaning set forth in Exhibit V.

1.175 “Other Gogo Data” has the meaning set forth in Exhibit V.

1.176 “Other Portal Revenue” means [***].

1.177 “Overlapping Data” has the meaning set forth in Exhibit V.

1.178 “Party” and “Parties” have the meanings set forth in the recitals.

1.179 “Passenger Grade” with respect to operational data means such data will have the same priority and be at least as secure as general passenger use of the Internet and will be entitled to the same network performance, use profile and reliability as such general use.

1.180 “Passenger Grade Operational Data” has the meaning set forth in Exhibit N.

1.181 “Payee” has the meaning set forth in Section 13.3.

1.182 “Payor” has the meaning set forth in Section 13.3.

1.183 “PCI DSS” has the meaning set forth in Exhibit V.

1.184 “PDR” means preliminary design review.

American Airlines, Inc. and Gogo LLC

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1.185 “Peak FL Rate” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

1.186 “PEDs” means personal electronic devices (e.g., laptop, mobile and crew devices).

1.187 “Permitted American Data Uses” has the meaning set forth in Exhibit V.

1.188 “Permitted Gogo Data Uses” has the meaning set forth in Exhibit V.

1.189 “Person” means any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any government entity.

1.190 “Personally Identifiable Information” has the meaning set forth in Exhibit V.

1.191 “Phase 1” has the meaning set forth in the recitals on Exhibit I.

1.192 “Phase 2” has the meaning set forth in the recitals on Exhibit I.

1.193 “Plays” has the meaning set forth in Section 5.2.4 of Exhibit K.

1.194 “PMA” means Parts Manufacturing Authority.

1.195 “Portal” means the combination of the web pages and graphical user interface that functions as a point of access for Users as further described in Exhibit I. Portal does not include any third-party sites to which the Portal may provide links. Certain parts of the Portal will be available to all Users, including Users who have not logged in, and the rest of the Portal will be available only to those Users who have registered and logged in.

1.196 “Portal Revenue” means [***].

1.197 “Portal Management Fees” means the Portal management fees as further described in Exhibit D.

1.198 “Portal UI” has the meaning set forth in Section 1.2 of Exhibit I.

1.199 “Pre-Apollo Agreement” has the meaning set forth in the recitals.

1.200 “Prior Agreements” has the meaning set forth in the recitals.

1.201 “Process” or “Processing” has the meaning set forth in Exhibit V.

1.202 “Program” means the design, integration, installation, certification, maintenance and on-going support associated with the launch and provision of the Gogo Services on or with respect to Retrofit A/C.

1.203 “Program Management Staff” has the meaning set forth in Section 11.1.

1.204 “Program Manager” has the meaning set forth in Section 11.1.1.

1.205 “Program Reports” has the meaning set forth in Section 11.4.

1.206 “Prohibited Material” has the meaning set forth in Section 1.5.10 of Exhibit I.

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1.207 “Promo Code” has the meaning set forth in Section 2 of Exhibit S.

1.208 “Promotional User” means any boarded passenger who has permitted access to Connectivity Services without paying for it, including without limitation American and Gogo employees testing and auditing the service and passengers to whom American or Gogo provides promotional coupons.

1.209 “Prototype” means the first Aircraft designated for installation of the 2Ku Solution for a given Fleet Type.

1.210 “PRR” means production readiness reviews.

1.211 “PSTN” means public switch telephone network.

1.212 “Purchased Equipment” has the meaning set forth in Section 5.1.

1.213 “Purchase Path Pages” has the meaning set forth in Section 1.5.11 of Exhibit I.

1.214 “QoE” means quality of experience.

1.215 “QoS” means quality of service.

1.216 “QRG” means quick reference guide.

1.217 “Recipient” has the meaning set forth in Section 20.2.

1.218 “Regional Jet Fleet” means the regional jets that are listed in Exhibit A-2.

1.219 “Remediation Efforts” has the meaning set forth in Exhibit V.

1.220 “Removal” means [***].

1.221 “Retail Value” means Gogo’s standard retail price, as then in effect, for a Gogo session pass on any flight on any airline.

1.222 “Retiring E190 Fleet” means the Embraer E190 A/C listed in Exhibit A-4b.

1.223 “Retiring Mainline Fleet” means the Boeing 000 X/X, XxXxxxxxx Xxxxxxx XX-00 A/C and Airbus A320 family A/C listed in Exhibit A-4a.

1.224 “Retrofit A/C” means an A/C on which the Equipment has been installed under this Agreement or one of the Prior Agreements; provided that Retrofit A/C shall not include any A/C as to which this Agreement has terminated pursuant to Section 18 following such A/C’s Removal. Retrofit A/C shall be made up of Existing Retrofit Fleet and Contracted Fleet.

1.225 “Revenue Share Model” has the meaning set forth in Section 14.1.

1.226 “RMA” means return materials authorization.

1.227 “RSS” means receiving signal strength.

1.228 “SAVCL” means standalone video content loader.

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1.229 “SDD” has the meaning set forth in Section 3.3.2.

1.230 “SDK” means software development kit.

1.231 “Security Incident” has the meaning set forth in Exhibit V.

1.232 “Security Policies” has the meaning set forth in Exhibit V.

1.233 “Security Procedures” has the meaning set forth in Exhibit V.

1.234 “Security Requirements” has the meaning set forth in Exhibit V.

1.235 “Security Technical Controls” has the meaning set forth in Exhibit V.

1.236 “Service Availability” has the meaning set forth in Section 5(c) of Exhibit J.

1.237 “Shipset” means all Equipment and Software required to implement and activate the System on an Aircraft, as listed in Exhibit B. 

1.238 “SLA” means the Service Level Agreement as further described in Xxxxxxxx X, X-0 and J-2.

1.239 “Software” means any operating or application software provided by or on behalf of Gogo that is part of the System whether satellite-based, ground-based or contained within the Equipment or the Portal.

1.240 “SOW” means a written document, signed by the Parties, that describes Gogo Services to be performed or Equipment or Software to be provided by Gogo under this Agreement and contains other terms and conditions agreed by the Parties.

1.241 “Spares” means any Equipment or part thereof provided to American by Gogo or on behalf of Gogo as a potential replacement for any Equipment or part thereof, that has not been installed on a Retrofit A/C. Once such Equipment or part thereof is installed on a Retrofit A/C, such Equipment or part thereof ceases to be a Spare.

1.242 “Specifications” has the meaning set forth in Section 3.3.1.

1.243 “Splash Page” has the meaning set forth in Section 1.5.12 of Exhibit I.

1.244 “Sponsorship” means an arrangement in which a third party pays a negotiated amount to Gogo or American, and Gogo, in consideration of such payment, offers free or discounted Connectivity Services to passengers on one or more Retrofit A/C and advertises such service as being sponsored by the third party.

1.245 “Sponsorship Revenue” means the amount paid by a third party to Gogo or American in connection with a Sponsorship.

1.246 “SQA” means software quality assurance.

1.247 [***].

1.248 [***].

1.249 “STC” means a Supplemental Type Certificate issued by the FAA.

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1.250 “System” means the software, equipment, other hardware and services that are integrated to provide Gogo Services and Operational Applications on the Retrofit A/C per the requirements set forth in this Agreement. The System includes but is not limited to the Equipment, Software and Engineering Services. The System may be Air-to-Ground-based or satellite-based.

1.251 “Taxes” has the meaning set forth in Section 15.1.

1.252 “Technology Type” means the types of technology (including the applicable Equipment and Software) used in the ATG Solution, the ATG4 Solution or the 2Ku Solution, in each case as further defined and set forth in Exhibit H.

1.253 “Term” has the meaning set forth in Section 18.1.

1.254 “Territory” means (a) with respect to the ATG/ATG4 Solution, the continental United States and any other region in which Gogo’s ATG network becomes commercially available, and (b) with respect to the 2Ku Solution, the territory described in clause (a) above, as well as the coverage area described in Exhibit Q.

1.255 “Third Party Suppliers” means those suppliers, other than Gogo (and its direct suppliers) or American, of hardware, software or services that are related to the Gogo Services.

1.256 “XXX” means technical interchange meetings.

1.257 “TM” means terrestrial modem.

1.258 “Trigger Date” means [***].

1.259 “Upgrade” means the upgrade of a Retrofit A/C from one Technology Type to another pursuant to Section 4.2.1.

1.260 “US” has the meaning set forth in the recitals.

1.261 “Usage Reports” has the meaning set forth in Section 11.4.

1.262 “US Agreement” has the meaning set forth in the recitals.

1.263 “User” means an individual boarded passenger who uses an electronic device to access the Connectivity Services, [***], Wireless Entertainment or Portal on a Retrofit A/C.

1.264 “User Connectivity Session” means a User’s paid use of the Connectivity Services.

1.265 “User Data” has the meaning set forth in Section 1.5.13 of Exhibit I.

1.266 “User Fees” has the meaning set forth in Section 9.4.2.

1.267 “US NDA” has the meaning set forth in the recitals.

1.268 “VICTS” means variable inclination continuous transverse stub (antenna).

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1.269 “Video Content” means video content, and, if agreed upon by the Parties in an SOW or amendment to this Agreement, music or games exhibited via Wireless Entertainment as further described in Exhibit L.

1.270 [***].

1.271 [***].

1.272 [***].

1.273 “View” has the meaning set forth in Section 2.2.4 of Exhibit D.

1.274 “VLAN” means virtual LAN.

1.275 “Warranty Period” has the meaning set forth in Section 9.2.

1.276 “WDM” means the wiring diagram manual.

1.277 “Wireless Entertainment” means Gogo’s wireless distribution of Video Content to passengers on Retrofit A/C as described in Exhibit L.

1.278 “Wireless Entertainment Dashboard” has the meaning set forth in Section 5 of Exhibit K.

1.279 “Wireless Entertainment Take Rate” has the meaning set forth in Section 2.2.4 of Exhibit D.

1.280 “WERP-CN” means Wireless Entertainment remedy for content notification.

1.281 “xWAP” means 802.11n cabin wireless access point.

2. OVERVIEW OF RELATIONSHIP

2.1 Scope. Pursuant to this Agreement, Gogo will manufacture, deliver and support the Equipment and Software, and provide the Gogo Services, on or with respect to Retrofit A/C using the Technology Types. The Equipment and Software provided pursuant to this Agreement may be used by American in connection with the Existing Retrofit Fleet and the Contracted Fleet. American commits to install or cause to be installed (a) the 2Ku Solution on the 2Ku Fleet and (b) the ATG Solution or ATG4 Solution on the Regional Jet Fleet (to the extent not within the Existing Retrofit Fleet) and Mainline New Deliveries; provided, however, that American may in its sole discretion determine that one (1) or more Mainline New Deliveries as listed in Exhibit A-3 will not have Equipment installed thereon. American has the option, exercisable in its sole discretion and upon reasonable written notice to Gogo, to extend the scope of this Agreement to include (x) installation of the 2Ku Solution on up to [***] as American selects, on the same terms and subject to the same conditions as are applicable to the 2Ku Fleet, and (y) installation of the ATG Solution on such additional regional jet Aircraft as American selects, on the same terms and subject to the same conditions as are applicable to regional jet Aircraft within the Existing Retrofit Fleet (such A/C as to which American exercises its option under this sentence, “Additional A/C”). Upon the addition of any Additional A/C, the Parties will update the applicable Exhibit(s) to reflect such addition without the need for further approval by the Parties. In the event that American wishes to expand the scope of this Agreement to include any

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Aircraft other than the Existing Retrofit Fleet and the Contracted Fleet, and the Parties reach agreement on pricing and other terms, this Agreement will be amended to reflect the agreed-upon terms.

2.2 American shall not install any third-party passenger connectivity service on any Retrofit A/C while the Equipment is installed thereon. Unless otherwise agreed by the Parties, this Agreement does not extend to: (a) any Aircraft other than the Existing Retrofit Fleet and the Contracted Fleet or (b) the provision of Connectivity Services, [***] or Wireless Entertainment on flights operated outside of the applicable Territory.

2.3 Exhibits. This Agreement includes the following Exhibits, which are incorporated by reference herein:

Exhibit A – Fleet Types

A-1 – 2Ku Fleet

A-2 – Regional Jet Fleet

A-3 – ATG4 Mainline Fleet and Mainline New Deliveries

A-4a – Retiring Mainline Fleet

A-4b – Retiring E190 Fleet

Exhibit B – Equipment and Lead Times

Exhibit C – Specifications

C-1 – 2Ku Solution Equipment Specifications

C-2 – ATG4 Solution Equipment Specifications

C-3 – ATG Solution Equipment Specifications

Exhibit D – Commercial Pricing

Exhibit E – Gate-to-Gate Connectivity

Exhibit F – Entry Into Service (EIS) for 2Ku Fleet—Engineering, Certification, Software Development, Installation, Training and Program Management

Exhibit G – Maintenance Services

Exhibit H – Services and Systems Overview

H-1 – 2Ku System Definition Document (SDD)

H-2 – ATG System Definition Document (SDD)

H-3 – ATG4 System Definition Document (SDD)

Exhibit I – Portal, Advertising, Content Management and Marketing Activities

Exhibit J – Service Level Agreement (SLA)

J-1 – Service Level Agreement (SLA) for 2Ku Solution

J-2 – Service Level Agreement (SLA) for ATG Solution and ATG4 Solution

Exhibit K – 2Ku Usage Reports

Exhibit L – Wireless Entertainment

Exhibit M – Subscriptions [***]

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Exhibit N – Services and Pricing for American Operational Use

Exhibit O – [Reserved]

Exhibit P – Change Request Form

Exhibit Q – Coverage and Regulatory Approval for Technology Types

Exhibit R – [***]

Exhibit S – Charter Services

Exhibit T – [Reserved]

Exhibit U – [Reserved]

Exhibit V – Proprietary Rights and Data Security

Appendix 1 – Compliance Matrix

2.4 Order of Precedence. Except as otherwise set forth in Exhibit V, in the event and to the extent of any conflict or inconsistency between the main body of this Agreement and any of the Exhibits or Appendix 1, the main body shall control and prevail. In case of any conflict between any of the Exhibits and Appendix 1, the Exhibit(s) shall control and prevail. In the event that one or more line item(s) of Appendix 1 that should be included within the main body of this Agreement and/or any of the Exhibits is omitted, the appropriate provision(s) of the main body of this Agreement and/or the Exhibits shall be adjusted to incorporate such omission(s) as mutually agreed. In such case and prior to the adjustment to the provisions of the main body of this Agreement and/or the Exhibits, Appendix 1 will be used by the Parties to define the subject contractual requirement(s).

3. EQUIPMENT, DOCUMENTATION AND SOFTWARE

3.1 Equipment and Software.

3.1.1 The Equipment and Software (including, where applicable, part numbers and quantities per Shipset) are set forth in Exhibit B. After the Effective Date, Equipment may be added or deleted by mutual written agreement of the Parties and amendment of Exhibit B.

3.1.2 Gogo will provide the necessary Software for each Technology Type to provide its intended function(s). To the extent that American’s approval or action is required in order for Gogo to provide such necessary Software, American will make commercially reasonable efforts to timely approve and deploy updates to such Software. Delivery of Software for the 2Ku Solution (including scheduling and any late delivery liquidated damages related thereto) is described in Exhibit F. If and at such time as American approves, Gogo will remotely upgrade the Software in accordance with its standard upgrade process, subject to Section 4.2.2 for any changes that would require changes to the applicable Specifications.

3.2 Treatment. American will be responsible for physical loss of or damage done to the Leased Equipment while in the possession or control of American, normal wear and tear and loss or damage caused by or otherwise the responsibility of Gogo or its Third Party Supplier excepted. American’s liability to Gogo for physical loss or damage done to Leased Equipment shall terminate on Deinstallation, if Deinstallation is performed by Gogo, or upon return of the Leased Equipment to Gogo if Deinstallation is performed by American or its Third Party Supplier.

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American will not make any alterations to the Leased Equipment without Gogo’s prior written consent; and except in the case of termination or expiration of this Agreement with respect to any Retrofit A/C or Fleet Type (including termination that results from Removal of a Retrofit A/C), or as otherwise expressly described in this Agreement for Upgrades and maintenance services performed by American, as set forth in Exhibit G, American will not remove any Leased Equipment from the Retrofit A/C on which it is installed without Gogo’s prior written approval.

3.3 Overall Specifications.

3.3.1 Specifications. The Equipment and Software will be built and maintained to meet the applicable specifications and technical requirements set forth in Exhibit C, as may be revised from time to time in accordance with Section 3.3.6 (the “Specifications”). The Equipment and Software shall function as integral components of the System in accordance with the Specifications.

3.3.2 System Definition Document. A description of the System is in the System Definition Document in Exhibit H (the “SDD”). This is a description of the functionalities of the Connectivity Services as installed on the Retrofit A/C, as well as the Equipment and Software within the System. Any changes to the SDD will require mutual agreement of the Parties.

3.3.3 Service Level Agreement. Gogo will provide the Gogo Services to meet the service levels and functionalities detailed in this Agreement and the exhibits hereto, including Exhibit J.

3.3.4 American Operational Use. The System may be used by American for Operational Applications. The Parties’ agreement regarding such applications is set forth in Exhibit N.

3.3.5 Power and Weight. The power and weight for each component of the Equipment are included in the Specifications set forth in Exhibit C. [***].

3.3.6 Changes. Any changes or deviations from the Specifications, including without limitation changes or deviations that impact delivery, price, weight, power, dimensions, cooling requirement or reliability or otherwise impact form, fit and function, must be approved by both Parties (if applicable, in accordance with the provisions of Section 4.1 or 4.2.2 of this Agreement).

In addition, changes related to the design of the hardware that goes on the A/C including those affecting the cost, weight, Certification or schedule must be submitted by Gogo to American in writing in the form of a Master Change Proposal (“MCP”) as specified in Exhibit P. Such form will apply in the pre-design freeze, post-design freeze and post-delivery/installation stages of the Program; provided, however, that the Parties agree and acknowledge that an MCP shall not be required in the pre-design freeze stage for any changes that do not affect scope, schedule, cost or Certification.

For any American-requested change, American must direct Gogo, by written notice to the Program Manager, to initiate an MCP. The MCP must be completed in its entirety and submitted to the appropriate Commodity Manager at American for review and approval. If such changes are incorporated without such approval, American may reject and/or require

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modification of the Equipment, and in any event Gogo shall be liable for any resulting cost, weight, delivery, reliability, performance and schedule impacts and all costs associated therewith, including hardware design, production, weight impact recurring and non-recurring costs, and ongoing maintenance costs, including, but not limited to, Spares costs. For the avoidance of doubt, if Gogo incorporates a change in anticipation of the MCP approval, Gogo does so at its own risk. American will not accept or execute an MCP that is not signed by a Gogo officer at the level of Vice President or higher.

3.4 Connectivity Service Documentation and Software. Except as otherwise provided herein, Gogo shall provide, at no cost to American, any and all documents, manuals, guides, drawings, Specifications and other information (the “Documentation”) that American reasonably requires to install, operate, use, test and maintain the Equipment and Software. Such Documentation shall include, but is not limited to:

3.4.1 Component Maintenance Manuals. Gogo shall provide American with one (1) non-editable electronic copy and one (1) paper copy of a CMM for each repairable LRU delivered to American. Level Three information (sub-sub component) shall be provided in the CMMs for LRUs that are determined by Gogo to be repairable at this level. Non-repairable LRU sub-components shall be documented to Level Two. Gogo shall use the ATA-100 Specification as a guide in the preparation of the CMM.

3.4.2 Aircraft Maintenance Manual and Aircraft Illustrated Parts Catalog. Gogo shall provide American, in a format previously provided (unless otherwise mutually agreed), with one (1) editable electronic copy in the original source format and one (1) paper copy of the following manuals for each Technology Type: the AMM, a WDM and the AIPC. Gogo shall use the ATA-100 Specification as a guide in the preparation of the AMM, the WDM and the AIPC. Gogo shall also provide American with one (1) electronic copy in the original source format and one (1) paper copy of any non-destructive test inspection requirements for Aircraft structural repairs or modifications.

3.4.3 Service Bulletins. For so long as American has any Retrofit A/C remaining on the American Airlines Operations Specification, Gogo shall provide service bulletins to American in accordance with ATA-100 Specification. If the changes discussed in a service bulletin affect the CMM, revised pages for the CMM will be supplied by Gogo to American.

3.4.4 Copies of Manuals and Bulletins. [***].

3.4.5 Third Party Supplier Documentation. As soon as practical following the execution of this Agreement, Gogo shall request all necessary technical documentation from the manufacturer and/or designer of components of the Retrofit A/C with which the Equipment or Software will interface (which for clarification purposes does not include the airframe manufacturers unless they provide components apart from the airframe), including but not limited to, aircraft wiring data. In the event that Gogo is not successful in obtaining such documentation from any American Supplier and such event may adversely impact the Program schedule, Gogo shall promptly notify American and American shall use commercially reasonable efforts to obtain such documentation and provide it to Gogo; provided, however, that

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if an American Supplier requires payment as a condition of providing such documentation, the full cost of obtaining such documentation shall be shared equally by the Parties. Subject to Gogo’s compliance with the provisions of this Section 3.4.5, a delay to the Program schedule to the extent directly caused by the failure to obtain the documentation from an American Supplier shall be considered an Excusable Delay. As used herein, “American Supplier” means a direct supplier to American other than Gogo and its direct suppliers.

3.4.6 Delivery and Format of Documentation. The Documentation shall be provided upon request by American and in the reasonable format and manner required by American. Documentation deemed necessary by American as of the time of execution of this Agreement will be provided at ITCM and PDR. Except as set forth in Exhibit F with respect to the Certification and installation program for the 2Ku Solution or unless otherwise required by American and stated at ITCM or PDR, all other installation Documentation will be provided to American by Gogo no later than [***] prior to the delivery of the first Shipset.

3.4.7 Right to Use. [***].

3.4.8 Distribution List. American’s engineering department will be on Gogo’s distribution list for all Documentation.

3.4.9 On/Off Instructions. Gogo will provide American with written instructions for how to turn the System on and off. These instructions will be provided so that American can fly the Retrofit A/C with functioning Equipment but without offering the Connectivity Services, [***] and Wireless Entertainment at any time should American’s flight crew so deem necessary.

3.5 Facilities. Gogo will not move the final assembly of Equipment provided to American from the production facility(ies) used for such assembly as of the Effective Date without American’s written consent, which shall not be unreasonably withheld; provided, however, that this requirement shall not apply to engineering and production which normally occurs at third-party facilities. Upon reasonable prior notice, Gogo agrees to give American or its designated representative direct access to the manufacturing, engineering and purchasing areas of any manufacturing facility working on this Program including its sub-suppliers. The Parties also agree that upon reasonable prior notice, Gogo will provide American’s OSR office space, Internet connectivity and telephone access located at the primary manufacturing location. When requested, Gogo agrees to provide American or its OSR current information relating to the Program within a reasonable period of time but no later than [***] after the request if practicable. Such visits and monitoring by American shall not unreasonably interfere with the work being performed.

3.6 FAA Certification. [***].

4. DESIGN CHANGES

4.1 Mandatory Changes. In the event Gogo must change the Specifications for any Technology Type to help correct a safety or reliability problem, or to ensure conformance with any applicable law or regulation (“Mandatory Change”), Gogo will immediately submit an MCP to American identifying the consequences of

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implementing such Mandatory Change, including: (a) proposed changes to the Equipment and/or Software; (b) the amount of time required to implement such changes; and (c) changes in the Lead Time associated with the manufacture of Equipment. Upon receipt of American’s approval of the proposal, which shall not be unreasonably withheld, and completion of any testing required, Gogo will promptly make the changes and complete all other requisite work as appropriate and in all Equipment not yet shipped to American. Following approval by American of the Mandatory Change and all pre-production testing required, the applicable Specifications shall be construed as incorporating the Mandatory Change. [***].

4.2 Improvements.

4.2.1 Upgrades from One Technology Type to Another. [***].

4.2.2 Elective Improvements. [***].

4.2.3 Defects. [***], Gogo shall make all changes to the Equipment necessary to correct manufacturing defects or design deficiencies (i.e., where such Equipment does not meet the Specifications) from the date of initial Equipment installation on each Retrofit A/C to the end of the Term. Gogo shall provide the applicable modification kits and modification instructions (in the service bulletin) to the installing Party. Gogo will design the modification so that the labor time for installation shall be minimized. There shall be no unreasonable time limitations on American’s right to return Equipment to Gogo for the implementation of any service bulletin.

4.2.4 Other Services and Products. [***].

4.3 Parts Obsolescence.

4.3.1 Every six (6) months during the Term, Gogo shall provide American with a list of the Components that Gogo is, or with the exercise of reasonable diligence, would be aware will become obsolete within the next twenty-four (24) months, as well as proposed replacement parts and replacement part qualification test dates. Within [***] after providing notice that a Component will become obsolete, Gogo will advise American on the quantities of such Component that Gogo believes is necessary and required to maintain and service American’s Retrofit A/C for the remainder of the Term. It is Gogo’s responsibility to ensure that all such Components be available at all times during the Term. In the event Components become obsolete during the Term, or if the repair of any Equipment requires replacement of an obsolete Component, Gogo agrees to provide American with either:

4.3.1.1. [***]

4.3.1.2. [***].

4.3.2 [***].

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5. LEASE OR PURCHASE OF EQUIPMENT

5.1 Existing Equipment. With respect to any Equipment previously delivered by Gogo and installed on any aircraft under the Pre-Apollo Agreement, other than aircraft in the 757 Fleet or the XxXxxxxxx Xxxxxxx MD-80 A/C with Purchased Equipment installed thereon, the Parties acknowledge and agree that Gogo has not sold but instead has leased such Equipment to American (including, if any such aircraft has been or will be upgraded from the ATG Solution to the ATG4 Solution at no cost to American, the upgraded Equipment) (such equipment being referred to herein as the “Leased Equipment”), and Gogo will continue to hold title in such Leased Equipment, except as provided in Section 5.1.1. All other Equipment has been or will be sold by Gogo to American, (such equipment being referred to herein as the “Purchased Equipment”), and American has or will acquire title to Purchased Equipment at the time specified in Section 7.1.

5.1.1 Purchase of Leased Equipment. The Leased Equipment shall at all times remain the property of Gogo and Gogo will retain title to all the Leased Equipment; [***].

5.1.2 Applicable Agreements for Leased Equipment.

5.1.2.1. The Parties agree and acknowledge that certain A/C on which Leased Equipment is installed may currently be subject to leases, mortgages or other financing agreements (each, an “Applicable Agreement”).

5.1.2.2. Gogo agrees, solely vis a vis the lenders or lessors under Applicable Agreements and not in derogation of any right or remedy Gogo may have vis a vis American or any obligation American may have hereunder, that (a) it will not exercise its rights and interests in or with respect to any Leased Equipment in derogation of impairment of, or interference with, the rights, interests or remedies of the lessor or lender under any Applicable Agreement, and (b) it will not, as a result of installation of Leased Equipment on an A/C subject to an Applicable Agreement, have, claim or assert any lien, security interest, claim, encumbrance or other right on or against any such A/C.

5.1.2.3. Gogo further agrees, to the extent applicable under a lease with respect to a Retrofit A/C, solely vis a vis the lenders or lessors under such lease and not in derogation of any right or remedy Gogo may have vis a vis American or any obligation American may have hereunder, that (a) in the event that the lease on a Retrofit A/C terminates or the lessor or lender determines to repossess a Retrofit A/C, Gogo’s sole right with respect to the Retrofit A/C and the lender or lessor shall be to remove or cause the Leased Equipment to be removed from such Retrofit A/C not later than the earlier of the lease termination date or [***] after receipt of written notice from the lessor or lender that it has repossessed the Retrofit A/C, (b) if it fails for any reason to so remove the Equipment, the lessor or lender may remove the same and will be entitled to a lien (with power of sale) on the Leased Equipment to secure the cost of such removal and the restoration of the A/C in accordance with Section 5.1.2.3(c) below, and (c) such right of removal is subject to and conditional upon the restoration of all alterations made to the A/C in connection with the installation of the Leased Equipment to the condition prior to the installation thereof (ordinary wear and tear excepted) in accordance with an airframe manufacturer’s service bulletin.

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5.2 Purchased Regional Jet Fleet Equipment. [***].

5.3 Purchased ATG4 Mainline Fleet Equipment. [***].

5.4 Purchased 2Ku Fleet Equipment. [***].

5.5 Purchase Orders.

5.5.1 Placement of Orders. American will place purchase orders for the Shipsets of Equipment purchased from Gogo pursuant to this Agreement in accordance with the applicable Lead Times set forth in Exhibit B. In the event such purchase orders contain additional or different terms and conditions than those set forth herein, the Parties agree that the terms and conditions of this Agreement shall control and prevail. All purchase orders shall reference this Agreement. Purchase orders and any correspondence with respect thereto should be sent by American to Gogo through the Aeroxchange tool or by email to Gogo’s designated personnel.

Each purchase order shall specify: [***]. If there is any information missing from the purchase order at the time of issuance, it is Gogo’s responsibility to bring this to the attention of American.

5.5.2 Order Acceptance. Within [***] business days after Gogo’s receipt of a purchase order through the Aeroxchange tool, or by email, as provided in Section 5.5.1, Gogo will acknowledge receipt, and either (a) accept it by (i) signing the purchase order in the space provided thereon and returning it to American via return mail or confirmed facsimile, or (ii) in the case of e-mail transmissions, by sending an electronic acknowledgement of acceptance, or (b) reject the purchase order in writing via the same methods permitted for acceptance and provide an explanation for why said purchase order has been rejected. Should written acceptance or rejection not be received by American for any purchase order within the time period provided above, Gogo will be deemed to have accepted such purchase order and the quantities, Designated Destination and delivery dates set forth therein. Gogo will accept all purchase orders that specify delivery dates consistent with the Lead Times for the Equipment ordered as set forth in Exhibit B and the other requirements set forth in Section 5.5.1.

5.5.3 Purchase Order Changes. [***].

6. DEINSTALLATION

[***].

7. PACKING, SHIPPING AND DELIVERY, TITLE AND RISK OF LOSS

7.1 [***].

7.2 Gogo shall affix to each item of Equipment some marking that complies with the FAA’s and American’s engineering department’s part-marking requirements and is otherwise acceptable to American. With each shipment, Gogo will include a packing list and appropriate certification paperwork indicating the Equipment contained in such shipment by serial number (if applicable) and listing the date of shipment. Kits shall include component part numbers. Items of Equipment that are not serial number tracked shall be designated, on the packing list, by description and quantity. Unless special packaging is required, Gogo shall package all Equipment for shipment in compliance with ATA-300 Specification, Revision 17, Category III.

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7.3 American reserves the right to direct Gogo to use a specific carrier for any portion of the transportation for which American is responsible for the costs. In the event American requests Gogo to provide special packaging, insurance, storage or shipping, above and beyond standard shipping practices, American will be responsible for said charges.

7.4 [***].

7.5 Upon receipt of the Shipsets, whole or partial, at the Designated Destination, it is American’s option to inspect the Shipsets to ensure receipt of all components with no physical damage. American shall notify Gogo of any discrepancies therein within [***] following receipt thereof, or during the actual Shipset installation, whichever being earlier, and any Shipset as to which Gogo does not receive timely notice of discrepancy will be deemed accepted. Gogo will ship replacements for any damaged, defective or missing components to American within [***] following receipt of such notice. Subject to Gogo’s compliance with the preceding sentence in this Section 7.5, Gogo shall not be responsible for any delay to American’s installation schedule hereunder caused by Gogo’s shipment of damaged, defective or missing components if American has failed to inspect the relevant Shipset(s) and notify Gogo of any discrepancies therein within [***] following receipt thereof, where notification of such discrepancy within such timeframe would otherwise have permitted Gogo to take sufficient action to avoid such delay.

7.6 Unless otherwise agreed, American agrees to ship any uninstalled defective Equipment to Gogo, at Gogo’s sole risk and expense, in accordance with a mutually agreed upon process. For returned Equipment, American shall include on the outside packaging a RMA number to be obtained by American from Gogo. Gogo will issue American the RMA number within [***] of the receipt of such request from American. Gogo will, [***], promptly repair the nonconformities or replace the nonconforming Equipment as expeditiously as possible but in any event within [***] following receipt of such returned Equipment.

7.7 [***].

8. MARKETING AND CONNECTIVITY PORTAL

8.1 Marketing. Throughout the Term, the Parties may agree to cooperate in developing and implementing joint initiatives to market and promote Connectivity Services, Wireless Entertainment and/or [***]. Without limiting the foregoing, the Parties agree that American will use commercially reasonable efforts to ensure that customer and employee awareness of Connectivity Services remains high. Gogo may conduct independent marketing with respect to Connectivity Services.

8.2 Portal and Marketing Activities. [***].

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9. GOGO SERVICES

9.1 Equipment-Related Services.

9.1.1 Installation Support and Training.

9.1.1.1. American or American’s Third Party Supplier will perform the installation of the Equipment and Software on the Retrofit A/C unless American provides Gogo with at least [***] advance notice that Gogo is to perform some or all of the installations and identifies the installation site(s), which shall be at mutually agreed-upon location(s). [***].

9.1.1.2. All parts and materials required to install the Equipment and Software on the Retrofit A/C are intended to be listed in Exhibit B. Any additional parts or materials required to install the Equipment and Software will be provided by Gogo [***].

9.1.1.3. Gogo will provide Installation Kits that are kitted per American’s instructions. [***], the Installation Kits may be vacuum packed and labeled according to the [***].

9.1.1.4. Gogo will provide to American and/or American-designated third parties all special tooling required or otherwise reasonably requested by American to perform the installation or test of any of the Equipment and/or Software. The special tooling [***] shall be provided with operating and maintenance instructions. The special tooling will be delivered to the location(s) specified by American. As of Effective Date, Gogo represents that no special tooling is required.

9.1.1.5. Gogo shall provide reasonable training material and support in the manner and fashion set forth in Exhibit F or as otherwise required by American and/or American designated third parties for the operation of Gogo’s Equipment and Software, including the use of special tools or test equipment. Gogo’s role within the training development process, unless otherwise required by American, will be subordinate to the direction of American and/or American designated third parties. [***].

9.1.2 Other. Gogo shall advise American’s engineering department and Commodity Manager of any and all Equipment, Software and/or Gogo Services that interface with and could have a potential impact on other systems on Retrofit A/C at least [***] before the Prototype installation.

9.1.3 Installation Fees. Installation fees for the 2Ku Fleet and installation credits for the First Installation of each of the Mainline New Deliveries are set forth in Exhibit D.

9.1.4 Liquidated Damages for Installations. Liquidated damages for installations are set forth in Exhibit F for the 2Ku Solution, and such liquidated damages will also apply for installation by Gogo on Mainline New Deliveries.

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9.2 Maintenance Services.

Gogo will provide the Maintenance Services set forth in Exhibit G to American (a) [***] during the Initial Warranty Period, and (b) after expiration of the Initial Warranty Period, [***] (the period [***] referred to herein as the “Extended Warranty Period” and, together with the Initial Warranty Period, the “Warranty Period”). The “Initial Warranty Period” for a Retrofit A/C means the period beginning on the date of First Installation and ending (x) with respect to the MD-80 Fleet and Retrofit A/C with Leased Equipment, [***], (y) with respect to all other Retrofit A/C equipped with the ATG Solution or ATG4 Solution, [***], and (z) with respect to the 2Ku Fleet, [***]. During the Warranty Period, Gogo shall provide Spares, [***], in accordance with Section 1.8 of Exhibit G. American shall be required to purchase, at the prices set out in Exhibit G, (A) any Spares acquired by American during any period that is not a Warranty Period and (B) any Spares acquired by American during a Warranty Period (i) in replacement of parts for which American bears responsibility for loss or damage under Section 3.2 or (ii) in excess of the number of Spares that Gogo is required to provide from time to time under its warranty, as described in Exhibit G.

9.3 Engineering Services. Gogo shall provide the following technical support to American [***] if a Gogo-initiated change in Gogo’s products, installation procedures or STC requires a modification in the American installation or maintenance processes.

9.3.1 Gogo shall also provide such technical support [***] in the event Gogo performs the installation:

9.3.1.1. Engineering support for repairs and/or deviations encountered during installation or maintenance.

9.3.1.1.1. Engineering data to support FAA approval for static and fatigue (i.e., damage tolerance) strength.

9.3.1.1.1.1. Engineering data detailing the deviation to the STC approved engineering drawings.

9.3.1.1.1.2. Structural substantiation and analysis reports for the deviations and/or repairs.

9.3.1.1.2. 24x7x365 contact information and commitments to support timely Retrofit A/C return to service.

9.3.1.1.3. Contact information for associated structural designated engineering representative(s) (DER(s)).

9.3.2 Gogo shall provide the following technical support services to American [***]:

9.3.2.1. Engineering data to allow internal evaluation and approval of deviations.

9.3.2.1.1. Complete drawing package, including piece parts, with full materials and process specifications.

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9.3.2.1.2. Stress report(s) associated with the Certification.

9.3.2.2. Instructions for continued airworthiness.

9.3.2.2.1. List of fatigue critical alteration structure (FCAS) for the new and existing structure affected by the modification.

9.3.2.2.2. Damage tolerance inspections for the altered structure.

9.3.2.3. Allowable damage and typical repair data is preferred (SRM supplement) for oversized fasteners, short edge margin, etc.

9.4 Passenger Services.

9.4.1 Business Models. As of the Effective Date, Connectivity Services and Ancillary Services are being provided to Users under the Revenue Share Model as contemplated in Exhibit D; Wireless Entertainment is being provided [***] as set forth in Exhibit L; and [***] are not being provided. American shall have the option, in its sole discretion and with reasonable notice to Gogo, [***]. After the [***], all Connectivity Services (regardless of Technology Type), Wireless Entertainment and [***] will be provided [***].

9.4.2 Connectivity Services. [***].

9.4.3 Wireless Entertainment. The Parties’ obligations with respect to Wireless Entertainment are set forth in Exhibit L to this Agreement, and pricing for Wireless Entertainment is set forth in Exhibit D.[***].

9.4.4 [***].

9.5 Compliance with Laws and Privacy Policy; Certification. Throughout the Term, Gogo will [***] comply with all laws, rules and regulations, including without limitation Communications Assistance for Law Enforcement Act (CALEA) and any requirements related to website accessibility or net neutrality, applicable to Gogo in connection with its performance under this Agreement, including its provision of Gogo Services, and shall obtain and maintain all required Certifications. Without limiting the foregoing, Gogo will obtain any required Certifications related to the ATG Solution and ATG4 Solution from the United States, Canada and any other country in the Territory, if any, in which the ATG network operates and Certifications related to the 2Ku Technology Type for each country in the Territory; provided, however, that (a) if Gogo fails to obtain any such Certification related to the 2Ku Solution and the affected country is not a country in which satellite-based Connectivity Services are legally provided on any Retrofit A/C, Gogo shall not be deemed to be in breach of this Agreement by reason of such failure and (b) if the Certifications obtained by Gogo in any affected country do not extend to ground-based Connectivity Service and the affected country is not a country in which ground-based Connectivity Services are legally provided on any Retrofit A/C, Gogo shall not be deemed to be in breach of this Agreement by reason of such failure. A list of the countries in which any required Certifications related to the 2Ku Solution shall be obtained by Gogo has been prepared and is attached as Exhibit Q. Notwithstanding anything to the contrary contained herein, if Gogo uses its best efforts to obtain Certification related to the 2Ku Solution in any country in the Territory and such country has not approved Ku band-based in-flight connectivity services offered by any provider, such failure shall not be deemed to be a breach of this Agreement. Gogo undertakes no obligation to obtain any Certifications

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unrelated to the Technology Types. Within [***] of the Effective Date, Gogo will provide American copies of a certificate from Subsentio, Gogo’s third party advisor, as to Gogo’s CALEA compliance as of a date during such [***]. Throughout the term, Gogo will provide to American, as received, copies of other certificates, if any, issued by Subsentio or any law enforcement agency or regulatory body regarding compliance with CALEA or other applicable laws, rules or regulations, including the Certifications, and will notify American, promptly upon receipt, of any suspensions, cancellations, revocations or withdrawals of any such Certifications. Gogo represents and warrants to American that to the best of its knowledge and belief it is in material compliance with all such laws, rules and regulations. Notwithstanding anything to the contrary set forth in Section 10.5 of this Agreement, if at any time American has reasonable grounds to believe that Gogo does not have all required Certifications or otherwise is not in material compliance with all applicable laws, rules or regulations, including without limitation CALEA and any applicable international intercept laws, American may prior to EIS for Retrofit A/C equipped with the 2Ku Solution refuse to turn on Connectivity Services (or ground-based Connectivity Services if noncompliance is limited thereto) on Retrofit A/C when operating in any affected country or after EIS for Retrofit A/C equipped with the 2Ku Solution cause Connectivity Services (or ground-based Connectivity Services if noncompliance is limited thereto) to be turned off on all Retrofit A/C when operating in any affected country until such time as Gogo can demonstrate, to American’s reasonable satisfaction, that it has all such Certifications and otherwise is in material compliance. Gogo will also comply with the Privacy Policy that Gogo provides to Connectivity Services Users. Gogo will reasonably assist American with its compliance with laws and regulations applicable to American by reason of its performance hereunder and will use good faith efforts to comply with reasonable requests made by American with respect to Gogo’s administration of any “bug bounty” program, as such program may relate to Retrofit A/C or the Gogo Services.

9.6 Satellite Coverage. At the time of EIS for the first Retrofit A/C equipped with the 2Ku Solution, Gogo will provide [***] 2Ku Solution satellite coverage to American in those regions shown on Exhibit Q. Such satellite coverage will remain available throughout the Term in such regions.

9.7 Compliance Matrix. Gogo’s performance of its obligations hereunder (including provision of Gogo Services) will comply with the Compliance Matrix, which is included on the attached Appendix 1.

9.8 Charter Services. Gogo shall provide the charter services described on Exhibit S on Retrofit A/C charted by American at the pricing set forth on Exhibit S.

9.9 Proprietary Rights and Data Security. Gogo shall comply with all of its obligations set forth in Exhibit V, including the data security obligations in Attachment A of Exhibit V.

10. AMERICAN OBLIGATIONS

10.1 Fleet Availability. American agrees to make the Retrofit A/C available for installation of the Equipment and Software, and testing and Certification by the FAA of the Equipment, Software and Connectivity Services, Wireless Entertainment and [***], in accordance with the terms set forth in the applicable exhibit to this Agreement, as such exhibit may be changed from time to time in accordance with the terms thereof or otherwise by mutual agreement.

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10.2 Installation. Whenever American elects to perform the installation of Equipment itself, American will be solely responsible for installing the Equipment on the A/C in accordance in all material respects with the installation Documentation (the “Installation Guidelines”). Gogo shall not be responsible for any failures to the extent such failures arise out of or relate to a failure by American to strictly follow the Installation Guidelines, nor shall such failures give rise to any American rights to termination or damages under this Agreement.

10.3 Compliance with Laws and Certification. American will comply with all laws and regulations applicable to American in connection with its performance hereunder and will reasonably assist Gogo in its compliance with all laws and regulations applicable to Gogo hereunder, including without limitation CALEA, [***]. American will provide Gogo reasonable access to the Retrofit A/C and such assistance as Gogo reasonably requests to obtain and maintain Certification by the FAA of the Equipment and Connectivity Services. American will comply with the Privacy Policy that it provides to passengers accessing the Portal. [***].

10.4 Engineering. American’s engineering department will provide assistance with respect to A/C drawings, data and information on A/C systems (that are not restricted intellectual property) and design-for-maintenance knowledge, as reasonably required by Gogo. American’s engineering department will also work with Gogo to develop, and must approve, all installation designs and systems operational characteristics, to ensure they meet all airworthiness and American operational requirements.

10.5 Connectivity Service Availability. American will make the Connectivity Service available to all passengers on board Retrofit A/C on all commercial flights during such time period as American may make the Connectivity Service available in compliance with the Certification requirements. [***].

10.6 Information Sharing. American will provide Gogo with timely access to passengers boarded data via a daily feed, including the following for each flight: origin and destination, the number of passengers on the Retrofit A/C, the time of departure and arrival, tail number and flight number, as well as such additional information as Gogo reasonably requests and American can reasonably provide (subject to third party confidentiality obligations) to improve passenger use of the Connectivity Services, revenue generation and/or reporting.

10.7 Retail Promotional Offerings – Revenue Share Model. [***]

10.7.1 [***].

10.7.2 [***].

10.7.3 [***].

10.7.4 [***].

10.8 Proprietary Rights and Data Security. American shall comply with all of its obligations set forth in Exhibit V, including the data security obligations in Attachment B of Exhibit V.

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11. PROJECT ADMINISTRATION

11.1 Gogo Personnel. To help ensure a successful Program, for the Retrofit A/C, Gogo agrees to provide sufficient “Program Management Staff” to support its contractual obligations, including a Program Manager, an Engineering Liaison and an Account Manager or equivalent position, at no additional charge to American. The Program Manager and/or Engineering Liaison must be self-sufficient and be able to act independently to review drawings, manuals, and other technical documents and initiate and manage changes to Gogo provided drawings, manuals and technical documents with minimal involvement by American’s engineering department.

11.1.1 Program Management. The “Program Manager” shall be responsible for Program scheduling and timeline management, serving as the liaison between American and Gogo teams, facilitating meetings (to include action item logs), acting as an initial point of contact and managing action items. In the event Gogo plans to replace the Program Manager, to the extent practicable, Gogo will provide American with [***] advance notice. The Program Manager will be solely dedicated to American through the Term of this Agreement. In addition to the Program Manager, Gogo shall, at its sole cost, provide sufficient order administration support to ensure timely communications and entry of orders, and assign a primary order administration focal and back-up personnel as required to ensure continuous coverage.

11.1.2 Engineering Liaison. The “Engineering Liaison” shall be responsible for the coordination of technical integration concerns between Gogo, American and American-designated third parties. The Engineering Liaison must be an engineer who is familiar with the technical aspects of the Equipment, Software and System integration requirements. The Engineering Liaison must be directly accessible to American and/or American-designated third parties.

11.1.3 Account Manager. The “Account Manager” or equivalent position shall be responsible for the coordination of joint marketing activities and serve as the liaison between the Gogo and American marketing teams.

11.2 Meetings. Upon American’s reasonable request, Gogo agrees to participate in those meetings with American, American Suppliers and airframe manufacturers of which Gogo is given reasonable advance notice, at no additional charge to American. Such meetings may include XXX, an ITCM, a PDR, an IDR, a CDR, PRR, FAI, Program reviews and supplier conferences, and may be conducted face-to-face at American’s headquarters or, at American’s discretion, by teleconference. Gogo will attend such meetings with the appropriate personnel. Unless otherwise required by American, Program reviews will be held every [***] during the design, development, production and installation of Equipment and Software. Appropriate Gogo and American executives will meet to review the Program on a [***] basis.

11.3 Program and Usage Reports. The Parties will provide Program reports (“Program Reports”) to one another on no less than [***] to keep one another informed of the status of the Program. The Parties will mutually agree upon the information to be included in, and format of, the Program Reports. After the Effective Date, Gogo will provide usage reports (“Usage Reports”) (a) for the ATG/ATG4 Solution, consistent in frequency, format and content with the Usage

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Reports provided prior to the Effective Date, and (b) for the 2Ku Solution, as described in Exhibit K. To the extent any of the Usage Reports to be provided by Gogo as described in Exhibit K can be provided for all Retrofit A/C, Gogo shall also provide such additional Usage Reports as the ATG Solution, ATG4 Solution and/or 2Ku Solution (as applicable) permit. American and Gogo will work together in good faith to define additional reports to be provided to one another as the business model, Portal and relationship between the Parties evolve under this Agreement and the Exhibits hereto (including Exhibit M). [***].

12. RETAIL REVENUE SHARE AND PAYMENT; OTHER FEES

12.1 Revenue Share. [***].

12.2 Affiliate Fee. [***].

12.3 Usage Fees.

12.3.1 Portal Management Fee. [***].

12.3.2 Flight Crew Access. [***].

13. INVOICES AND PAYMENT

13.1 By American. Payment by American for Equipment and/or Software shall be made net [***] from the date of American’s receipt of Gogo’s invoice therefor, which shall not precede shipment of the Equipment and/or Software, as applicable. Gogo’s share of any applicable revenue collected by American (as and only to the extent set forth in Exhibit D) will be calculated on a [***] basis and paid to Gogo within [***] of the end of the [***] in which American collected such revenue. Payment by American for Wireless Entertainment, [***], User Connectivity Sessions, AA Subscriptions, Passenger Grade data and data for any Other Airline Business Application, and any Gogo Services, Portal Management Fees or other fees set forth on Exhibit D for which payment terms are not expressly specified elsewhere in this Agreement shall be made net [***] from the date of American’s receipt of Gogo’s invoice therefor, which date shall be noted thereon. In the event that American in good faith disputes any invoiced amount(s), then within [***] following American’s receipt of the invoice, American will notify Gogo in writing of the disputed amount(s) and submit payment for all undisputed amounts in accordance with this Section 13.1, and American’s nonpayment of such disputed amounts pending resolution will not constitute a breach by American of this Agreement. The unpaid disputed amount(s) will be resolved by mutual negotiations of the Parties. Invoices to American hereunder shall be sent by Gogo using American’s electronic invoicing system. All amounts shall be payable in U.S. Dollars and paid via check to Gogo at the following address:

Gogo LLC

Attn: Accounts Receivable

000 X. Xxxxx Xx., Xxxxx 0000

Xxxxxxx, XX 00000

13.2 By Gogo. Any and all revenue from Wireless Entertainment and [***] collected by Gogo from Users will be calculated on a [***]basis and paid to American within [***] of the end of the [***] in which Gogo collected such revenue. American’s share of any Portal Revenue collected by Gogo will be calculated on a [***] basis and paid to American within [***] of the end of the [***] in which Gogo collected such

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revenue. [***] the Connectivity Revenue Share and the Affiliate Fee, will be calculated and reported on a [***] basis and amounts owed thereunder will be paid to American within [***] of the end of the [***] in which Gogo collected the Connectivity Revenue and the revenue as to which the Affiliate Fee is payable. [***]. Invoices to Gogo should be sent by American to the following address:

Gogo LLC

Attn: Accounts Receivable

000 X. Xxxxx Xx., Xxxxx 0000

Xxxxxxx, XX 00000

All amounts shall be payable in U.S. Dollars and paid, either via credit or by wire transfer or electronic payment through the Automated Clearing House, to American’s designated depository bank.

13.3 Penalties. Except as specifically provided herein and subject to the provisions of Section 13.1 regarding disputed invoices, any fee, penalty, reimbursement or other sum payable hereunder will be due [***] from the date the party responsible for paying (the “Payor”) receives an invoice from the party entitled to payment (the “Payee”) and shall be payable in U.S. Dollars and, at Payee’s sole discretion, either via credit/check or wire transfer.

14. MOST FAVORED NATION

14.1 [***].

14.2 [***].

14.3 [***].

15. TAXES

15.1 Taxes related to System Equipment and Software. American shall pay all sales, use and personal/business property taxes, airport/concessions fees, customs taxes, customs, tariffs, or other duties and any other taxes and assessments lawfully levied against or upon the Equipment and/or Software sold by Gogo to American under this Agreement. American shall pay Gogo for any and all sales and use taxes, imposts, levies, duties, usage or other similar, transaction-based fees (including, and without limitation, value-added taxes, and stamp taxes, if any) (collectively “Taxes”), imposed by any governmental entity with respect to, or arising out of the sale of the Equipment and/or Software that are properly invoiced by Gogo in accordance with Section 13 of this Agreement, to the extent not inconsistent with any applicable laws or regulations, which shall control in the case of any conflict. American has the right to provide to Gogo sales/use tax or any other applicable Tax exemption certificates or direct pay permits with respect to the Equipment and/or Software sold by Gogo to American under this Agreement. A Tax exemption certificate or direct pay permit may be required for each tax jurisdiction where Gogo delivers the Equipment and/or Software to American pursuant to this Agreement. Gogo will accept any such Tax exemption certificate or direct pay permit provided by American in good faith, and Gogo will discontinue invoicing the applicable Taxes on the sales of Equipment and/or Software under this Agreement, and American shall hold Gogo harmless for any liability for such Taxes.

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15.2 Taxes with Respect to Gross of Net Income. Each Party to this Agreement shall be responsible for any taxes, imposts, levies, duties or other fees with respect to, or based upon, any measure of the respective Party’s income, whether gross or net and any taxes, imposts, levies, duties or other fees with respect to, or based upon, the respective Party’s assets, capital, property or payroll, however denominated, including without limitation, any doing business taxes, franchise, gross receipts, fringe benefit, social security, welfare taxes or any regulatory taxes or fees.

15.3 Taxes with Respect to User Transactions. As the MOR for User transactions, Gogo will be responsible for compliance with all sales, use, GST, value-added or any other taxes or fees with respect to, or arising out of, transaction charges to Users. Such tax compliance will include, without limitation, the establishment and maintenance of taxability rules, tax jurisdiction assignment (sourcing) rules, tax rates, billing and collection of taxes from Users, filing of applicable tax returns and remittance of such taxes and fees to the appropriate tax agencies. Pricing as noted in Exhibit D will either be inclusive of taxes or exclusive of taxes as defined by American. To the extent the price to the customer is stated to be inclusive of taxes and such taxes are collected, this shall reduce dollar-for-dollar any amounts that Gogo is obligated to pay to American pursuant to this Agreement, including, without limitation, Section 2 in Exhibit D. As the MOR, it is Gogo’s responsibility to monitor tax laws applicable to Gogo Services, and to update Gogo Service taxation with any changes in such tax laws.

15.4 Cooperation with Respect to Taxes. The Parties agree to reasonably and in good faith cooperate and assist each other in evaluating and/or contesting the imposition, validity, application or amount of any amounts payable under this Section 15. Without limiting the foregoing, such cooperation shall include: (a) supplying the other Party such information or documents as are necessary or advisable to reduce the amount of any such amounts payable or to recover or seek a refund of any such amounts with respect to, or arising out of, the transactions effectuated pursuant to this Agreement; (b) permit the other Party to participate in any audit, contest, challenge, controversy or other proceeding to the extent permitted herein, at the other Party’s expense; and (c) reasonably assist the other Party with the evidentiary and procedural development of any such audit, contest, challenge, controversy or other proceeding. It is agreed by the Parties that control of any such contest or controversy shall be vested in the Party ultimately liable for such amounts payable and the contesting Party shall solely bear the costs, including attorney’s fees, of any such contest or controversy.

15.5 Section 15 Survival. Notwithstanding any other section of this Agreement to the contrary, this Section 15 shall survive any termination or expiration of this Agreement (a) for the period of time during which either American or Gogo may be liable for Taxes under any applicable statute of limitations, or (b) where any audit, contest, challenge, controversy or other proceeding is pending, throughout the duration of such audit, contest, challenge, controversy or other proceeding.

16. AUDIT

16.1 By American. Gogo shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit Gogo’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement shall not be entitled to access to any information that Gogo may not disclose pursuant to confidentiality

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obligations to any third party. The audit, for purposes of certifying Gogo’s compliance with the terms of this Agreement, may be conducted no more than [***] upon reasonable advance written notice and in a manner that minimizes disruption on Gogo’s business at American’s expense by (a) with respect to any audit of Gogo’s compliance with Section 14, a public accounting firm other than a firm that audits Gogo or American, which firm shall be appointed by American and approved by Gogo and (b) with respect to audits of other matters, American’s internal audit staff or, at American’s election, a public accounting firm which firm shall be appointed by American and approved by Gogo. Any such audit firm or American employee shall agree, in a writing reasonably satisfactory to Gogo, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 14, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 (in which case the expenses of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will be borne by American if the audit confirms Gogo’s compliance and by Gogo if Gogo is found not to be in compliance). With respect to any audit of Section 14, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.

16.2 By Gogo. American shall keep full and accurate records related to Connectivity Take Rates and installation and use of all Equipment, as well as such other documents and records as Gogo shall reasonably require in order to audit American’s compliance with this Agreement, and American shall make such records available for annual audit by Gogo (at Gogo’s sole cost and expense), upon reasonable prior written notice, during normal business hours at American’s facility(ies) where such records are located, [***]; provided, however, that Gogo shall not be entitled to access to any information that American may not disclose pursuant to confidentiality obligations to any third party. Subject to the same conditions, restrictions and limitations as set forth in the preceding sentence, Gogo will have the right to instead appoint, at its own expense, a public accounting firm appointed by Gogo and approved by American, to conduct an annual review of the Connectivity Take Rates and installation and use of all Equipment and certify American’s compliance with the terms of this Agreement. Any such auditor or accounting firm shall execute American’s standard release form, shall strictly comply with American’s facility and workplace safety, security and other similar rules and regulations and shall also agree, in a writing satisfactory to American, to maintain the confidentiality of all information disclosed pursuant to such audit or review, and no such audit or review shall unreasonably interfere with American’s business or operations.

16.3 No Deduction, Offset or Withholding. Except as specifically contemplated under this Agreement, each Party will pay all amounts owed to the other Party without any deduction, offset or withholding of any kind or nature or for any reason whatsoever.

17. WARRANTY

17.1 Each Party. Each Party hereby represents and warrants to the other Party the following:

17.1.1 Such Party is duly organized and validly existing and has the power and authority to execute and deliver, and to perform its obligations under, this Agreement, including, with respect to Gogo, the right to perform Gogo Services hereunder.

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17.1.2 Such Party’s execution and delivery of this Agreement and performance of its obligations hereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent documents) or any law, regulation or contractual restriction binding on or affecting it or its property.

17.1.3 This Agreement is such Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

17.2 Gogo. Gogo warrants that:

17.2.1 All Equipment and Software provided hereunder will, at the time of installation, comply with all applicable laws, rules and regulations, including without limitation, all FAA orders or regulations and those of any other United States regulatory agency or body having jurisdiction over the Equipment or Software.

17.2.2 Gogo represents and warrants that it has all rights required to use the System (including all Software) used by Gogo to provide the Gogo Services, and to grant the licenses and rights to use the System (including all Software) that are granted to American under this Agreement.

17.2.3 To the best of its knowledge after reasonable inquiry, the Gogo Technology, including the System, Equipment and Software, system interfaces and Gogo Service, does not infringe a valid patent, copyright, trade secret, trademark or other proprietary or intellectual property of a third party. Gogo will inform American of any new patent infringement claims brought against Gogo and respond to American’s reasonable requests for information related thereto.

17.2.4 Equipment and Software shall comply with all test requirements required by law or as otherwise agreed upon by the Parties in accordance with the terms of this Agreement.

17.2.5 All Equipment and Software (including Software either embedded in Equipment or specifically designed for use in or with such Equipment) provided hereunder shall (a) be free from any liens or encumbrances arising by, through or under Gogo, and (b) be permanently marked with the manufacturing date.

17.2.6 The cellular and wireless functionality associated with the Equipment are not designs that originated with American.

17.2.7 Gogo Services will be performed in a professional and xxxxxxx-like manner consistent with industry standards.

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17.2.8 Throughout the Term, the Equipment and/or Software shall be free from defects in material, workmanship and design. During the Warranty Period, the Equipment and/or Software will function substantially in accordance with the Specifications. In the event of a defect discovered during the Warranty Period with respect to (a) material or workmanship, Gogo will use commercially reasonable efforts to repair or replace the defective Equipment and/or Software so that it complies with the warranty terms as soon as practical but in no event later than [***] after receipt thereof, and (b) design, Gogo will respond in accordance with Section 4.2.3. [***]. Notwithstanding anything to the contrary contained herein, this warranty shall not apply to Equipment and/or Software that has been subject to misuse, neglect, accident or improper installation by American or an American Supplier.

17.3 Services. Gogo shall follow the steps outlined in the service failure chart included in Exhibit J which sets forth the levels of support provided to American in the event the Connectivity Service does not perform in accordance with the service levels detailed in Exhibit J. For all other Gogo Services, Gogo shall re-perform the Gogo Services which gave rise to the breach or, if it cannot cure the defect, refund the fees paid by American for the Gogo Services which gave rise to the breach; provided that American has notified Gogo in writing of the breach within [***] following American’s discovery of the defective Gogo Services, specifying the breach in reasonable detail.

17.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES SET FORTH IN SECTION 17.2, GOGO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT WITH REGARD TO ANY EQUIPMENT, SERVICE OR MATERIALS PROVIDED UNDER THIS AGREEMENT.

18. TERM AND TERMINATION

18.1 Term. The term of this Agreement (the “Term”) will begin on the Effective Date and continue for each Fleet Type, unless earlier terminated in accordance with the provisions of this Section 18, until the applicable date set forth in the expiration date column on Exhibit A.

18.2 Removal. [***].

18.3 Termination for Convenience.

18.3.1 2Ku Fleet. In its sole discretion, for convenience and without cause, American may terminate this Agreement with respect to the 2Ku Solution in whole or in part at any time by [***].

18.3.2 Regional Jet Fleet, 757 Fleet, MD-80 Fleet. American may elect to terminate this Agreement at its sole convenience (a) with respect to the 757 Fleet and/or the MD-80 Fleet at any time after [***] and (b) with respect to the Regional Jet Fleet at any time after the [***] of the final Trigger Date for the Regional Jet Fleet, in each case by giving at least [***] written notice thereof to Gogo and [***].

18.3.3 Other Fleet Types. [***].

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18.4 Termination for Non-Performance. American may elect to terminate this Agreement for non-performance upon the occurrence of the following hereunder:

18.4.1 2Ku Fleet. Without limiting the provisions set forth in Section 18.3.1 above, if (a) Gogo fails to meet the fleet-wide aggregate Service Availabilities, bandwidth commitments or performance guarantees (in each case as set forth in Exhibit J) for the 2Ku Solution for [***] or (b) Gogo fails to meet any System delivery dates or Program milestones, such as the kit on dock, STC or Software delivery dates or such other dates set forth in Section 18.4.1.1 or Section 18.4.1.2, then such failure shall constitute a material breach by Gogo hereunder and American will have the right to terminate this Agreement with respect to any or all of the 2Ku Fleet upon [***] written notice to Gogo without payment of any termination fee or penalty to Gogo.

18.4.1.1. Implementation Schedule for Airbus A320 Family A/C. Except as otherwise agreed by the Parties, Gogo shall comply with the following dates:

• Airbus A320 family A/C Prototype installation beginning no later than [***].

• Final drawing release and Software delivery – no later than [***].

• Prototype kits on dock – no later than [***].

• STC – no later than [***].

• All Airbus A320 family A/C kits delivered by [***].

18.4.1.2. Implementation Schedule for Airbus A319 Family A/C. Except as otherwise agreed by the Parties, Gogo shall comply with the following dates:

• Airbus A319 family A/C Prototype installation beginning no later than [***].

• Final drawing release and Software delivery – no later than [***].

• Prototype kits on dock – no later than [***].

• STC – no later than [***].

• All Airbus A319 family A/C kits delivered by [***].

18.4.2 Other Fleet Types. Without limiting the provisions set forth in Sections 18.3.2 and 18.3.3 above, if Gogo fails to meet the fleet-wide aggregate service levels for the ATG Solution and/or ATG4 Solution set forth in Exhibit J and such failure (a) continues for more than [***] following American’s written request to Gogo to remedy such failure or (b) occurs in any [***] period following American’s written request to Gogo to remedy such failure, then such failure shall constitute a material breach by Gogo hereunder and American will have the right to terminate this Agreement upon [***] written notice to Gogo [***].

18.5 Termination for Cause. Upon the occurrence of any Event of Default, the non-defaulting Party shall be entitled to terminate this Agreement and, except as otherwise expressly provided herein, shall further be entitled to all other rights and remedies available to such Party under this Agreement or applicable laws, which rights and remedies shall be cumulative and not exclusive. The following events shall constitute an “Event of Default” hereunder:

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18.5.1 If either Party shall fail in the performance of any of its material obligations contained in this Agreement, which failure continues uncured for a period of [***] following written notice from the other Party.

18.5.2 If either Party shall file a voluntary petition in bankruptcy, shall be adjudicated as a bankrupt or insolvent, shall file any petition or answer seeking any reorganization, composition, readjustment, liquidation or similar relief for itself under any present or future statute, law or regulation, shall seek, consent to or acquiesce in the appointment of any trustee, receiver or liquidator for itself, shall make any general assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due.

18.5.3 If a petition shall be filed against either Party seeking any reorganization, composition, readjustment, liquidation or similar relief for such Party under any present or future statute, law or regulation, which petition shall remain undismissed or unstayed for an aggregate of [***] (whether or not consecutive), or if any trustee, receiver or liquidator of either Party shall be appointed, which appointment shall remain unvacated or unstayed for an aggregate of [***] (whether or not consecutive).

18.5.4 If any material representation or warranty made by either Party herein or in any statement or certificate furnished or required hereunder or in connection with the execution and delivery hereof proves to have been untrue in any material respect as of the date of the making thereof.

18.5.5 [***] the Connectivity Take Rate measured on a [***] rolling average is less than [***]; provided, American may not exercise such termination right unless American has substantially complied with the obligations set forth in Exhibit I.

18.6 Termination upon Gogo Change in Control. American shall have the right, exercisable in its sole discretion, to immediately terminate this Agreement upon a Change of Control of Gogo. For purposes of this Section 18.6, a “Change of Control of Gogo” shall include: (a) the dissolution or liquidation of Gogo; (b) any reorganization, merger or consolidation of Gogo or its parent company, or any other transaction or series of transactions with one or more Persons as a result of which ownership of [***] or more of the equity securities of Gogo or its parent company outstanding immediately prior to such transaction(s) is transferred to (i) a commercial airline other than American or (ii) an entity that generates [***] from the business of providing airline travel booking services; or (c) the sale or agreement to sell substantially all of the assets of Gogo to one or more Persons in any transaction or series of transactions as a result of which ownership of such assets is transferred to (i) a commercial airline other than American or (ii) an entity that generates [***] from the business of providing airline travel booking services. “Change of Control of Gogo” does not include an initial public offering of the securities of Gogo or its parent company.

18.7 Termination upon Material Technology Improvement. [***].

18.8 Termination Following Excusable Delay. If an Excusable Delay lasts in excess of [***], the non-delayed Party shall have the right to terminate this Agreement, as set forth in Section 24.

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18.9 Effects of Termination. Upon the termination of this Agreement with respect to one or more Retrofit A/C, American will cease offering the Connectivity Services, [***] and Wireless Entertainment on such Retrofit A/C. In addition, with respect to Leased Equipment, unless and to the extent American is entitled to and elects to purchase Equipment installed on any such A/C as permitted by Section 5.1.1, American will Deinstall (or elect that Gogo Deinstall, in which case Gogo will Deinstall) the Equipment from all Retrofit A/C of such Fleet Type as required by Section 6. Upon any termination, the Parties will use commercially reasonable efforts and work together in good faith to develop a reasonable plan for the wind down of the Program, the provision of the Connectivity Services, [***] and Wireless Entertainment on Retrofit A/C and the removal of the Equipment, in each case, to the extent of such termination; provided that, in no event will Gogo cease providing Gogo Services prior to the successful development of and mutual agreement regarding such wind-down plan.

19. INTELLECTUAL PROPERTY RIGHTS

19.1 Ownership. American acknowledges and agrees that, as between the Parties, Gogo is the owner of all right and title in and to the Gogo Technology and that all intellectual property rights, including copyrights, trade secrets and patent rights, embodied in the Specifications and the Equipment and Software shall be exclusively vested in Gogo. Gogo acknowledges and agrees that, as between the Parties, American is the owner of all right and title in and to the American Technology.

19.2 Trademark License. Each Party grants the other Party hereunder a limited, non-exclusive, non-transferable, royalty-free right and license for the Term to use that Party’s Marks, solely for use by such other Party for the purpose of such other Party’s authorized joint marketing efforts with respect to the Program. Each Party will comply with the other Party’s trademark usage guidelines in using any Xxxx of the other Party. Except as expressly authorized by this Agreement, neither Party will make any use of the other Party’s Marks in a manner that dilutes, tarnishes or blurs the value of the other Party’s Marks.

20. CONFIDENTIALITY

20.1 Prior Confidentiality Agreements. The terms and conditions of the American NDA have governed all use and disclosure of confidential information shared by and between American and Gogo prior to the Effective Date, and the terms and conditions of the US NDA and the US Agreement have governed all use and disclosure of confidential information shared by and between US (or American, as successor-in-interest to US) and Gogo prior to the Effective Date. The disclosure periods under the American NDA and the US NDA will, unless earlier terminated, terminate on the Effective Date, and all confidential information shared by and between Gogo and American during the term of the American NDA and by and between US (or American, as successor-in-interest to US) and Gogo during the terms of the US NDA and the US Agreement that remain subject to the American NDA, the US NDA or the confidentiality provisions of the US Agreement as of the Effective Date, as well as all Confidential Information, as defined in Section 20.2, shared by and between the Parties on or after the Effective Date, shall be subject to the terms herein.

20.2 Confidential Information. “Confidential Information” means any information, in any form, including, without limitation, the terms of this Agreement, written documents, oral communications, recordings, videos, software, databases, business plans, and electronic/magnetic media, provided to or observed by Gogo

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or American (in such capacity, “Recipient”) in connection with this Agreement or any Program hereunder, including information owned or provided by or on behalf of Gogo, American or their respective Affiliates (in such capacity, “Discloser”), excepting (a) information that is or becomes generally available to the public through no wrongful act of or breach of this Section 20 by the Recipient, (b) information that was in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient by Discloser, (c) information disclosed to Recipient by a third party that did not acquire the information under an obligation of confidentiality known to Recipient, (d) information that is independently developed by the Recipient without use of the Discloser’s Confidential Information and (e) information that can be shown by credible evidence to have been rightfully communicated to Recipient free of any obligation of confidence subsequent to the time it was communicated to Recipient by Discloser. Recipient agrees that it will maintain all Confidential Information in confidence and use it solely for purposes of performance under this Agreement. Such Confidential Information will be distributed within Recipient’s organization only to personnel with a need to know such information for purposes relating to this Agreement. In no event will Recipient disclose any Confidential Information to any third parties except in compliance with a court order or statutory or regulatory requirement or to subcontractors and independent consultants with a need to know such information where the subcontractor or independent consultant has agreed to be bound by confidentiality provisions at least as protective as those in this Agreement; provided, however, that such subcontractors and independent consultants will not include direct competitors of Discloser without Discloser’s written consent, which consent will not be unreasonably withheld. In the event that Recipient is required to disclose Confidential Information pursuant to the lawful demand therefor by a governmental agency or court, or disclosure is required by operation of law, Recipient will be permitted to so disclose to the extent required provided that Recipient gives prior written notice thereof to Discloser and has made a reasonable attempt to obtain a protective order or similar finding limiting disclosure and use of the information so disclosed and/or allowed Discloser to do so in its own name.

20.3 Waiver of Confidentiality. Gogo acknowledges and agrees that any information shared or given to American pursuant to this Agreement on a confidential basis may be shared by American on a confidential basis with American’s Affiliates and on a need-to-know basis with Operators and any other third parties with which American has or may have in the future an alliance and which own or operate aircraft on which Gogo Services are provided as of the Effective Date or may be provided in the future pursuant to this Agreement. American acknowledges and agrees that any information shared or given to Gogo pursuant to this Agreement on a confidential basis may be shared by Gogo on a confidential basis with Gogo’s Affiliates. Notwithstanding anything to the contrary herein, nor implying any duty of confidentiality otherwise, Discloser acknowledges and agrees that Recipient may share the terms of this Agreement with its directors, officers, employees, stockholders, auditors, accountants, attorneys and consultants, and as reasonably necessary in connection with the due diligence commonly associated with major transactions so long as such recipients are bound by confidentiality provisions at least as protective as those in this Agreement. Recipient shall be responsible for any breach of this Section 20 caused by any of its Affiliates or any party with which Recipient shares information pursuant to this Agreement.

20.4 Return of Materials. Upon request by Discloser to Recipient, Recipient will (a) at its own expense, promptly return to Discloser or destroy all documents provided by or on behalf of Discloser that contain Confidential Information and all copies of

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such documents in possession or under the control either directly or indirectly of Recipient or its agents, unless and to the extent that Recipient reasonably requires continued possession of such documents in order to fulfill its obligations hereunder and except as required by law, and provided that Recipient may maintain data or electronic records containing Confidential Information for the purpose of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity planning purposes, and (b) cease all further use of Discloser’s Confidential Information, whether in tangible or intangible form. Recipient acknowledges and agrees that Discloser will have the right to exercise this right as many times as it deems necessary throughout the Term and for a period of two (2) years after the termination of this Agreement, regardless of the cause of that termination. For the avoidance of doubt, Recipient may retain one (1) copy of Confidential Information for internal purposes, provided that such Confidential Information is held in accordance with the terms of this Section 20.

21. INDEMNITY

21.1 By Gogo. Gogo hereby indemnifies and agrees to defend and hold harmless American, its parent company, subsidiaries and affiliates and their respective officers, directors, agents, representatives, contractors and employees (collectively herein the “American Indemnified Parties”), and each of them, from and against any and all third-party claims, allegations, demands, actions, liabilities, damages, losses, expenses, suits, proceedings, assessments, fines, penalties and/or judgments (including without limitation all attorney’s fees, costs and expenses in connection therewith) arising out of or resulting from (a) the negligence, gross negligence, recklessness, bad faith, illegal act, misrepresentation or malicious or willful misconduct of Gogo or any of its officers, directors, agents, representatives, employees or contractors in connection with Gogo’s performance of or failure to perform this Agreement, (b) any, death of or injury to any Gogo employee, (c) any claim that the use by American of any Gogo Technology, the System, the Equipment or Software, system interfaces and Gogo Services pursuant to this Agreement infringes or misappropriates any patent, copyright, trade secret, trademark or other proprietary or intellectual property right, (d) any Security Incident arising from Gogo Services or Gogo Technology, however, if Gogo can reasonably demonstrate that American was a contributing cause of a Security Incident, then Gogo’s liability shall be reduced proportionate to the degree of fault attributable to American, (e) Gogo’s material breach of Section 9.5, 19.1, 19.2 or 20 of this Agreement, or Section 1.3 of Exhibit I to this Agreement, or (f) any breach of Gogo’s obligations under Exhibit V to this Agreement. Notwithstanding anything herein to the contrary, Gogo’s indemnity obligations (other than the indemnification obligation for Security Incidents in subpart (d)) shall not apply to any third party claim to the extent that the same would not have arisen but for (i) any designs, specifications or modifications, subsequent to the design and specifications provided by Gogo at the time the Equipment is installed, originating with, or performed by, American or its contractors (other than Gogo), unless such modifications are necessary to make the Equipment or Software compatible with the A/C or its systems and are approved in advance by Gogo (which approval will not be unreasonably withheld), (ii) the combination by American or an American Supplier, subsequent to the time the Equipment or Software is installed, of the Equipment or Software with other equipment or software not supplied by Gogo, except equipment or software necessary to operate the A/C or its systems and approved in advance by Gogo (which approval will not be unreasonably withheld), (iii) misuse of the Equipment, Software or Gogo Services by American or an

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American Supplier, (iv) any content provided by American on the Portal or for Wireless Entertainment or [***], or the exhibition thereof, on any Retrofit A/C infringing or misappropriating any patent, copyright, trade secret, trademark or other proprietary or intellectual property right; provided, however, that the exclusion from indemnification described in this clause (iv) shall not extend to any claim, suit or demand arising out of or caused by Gogo’s actions (e.g., processing, encryption, etc.) related to content after the time that American provides such content to Gogo unless and except to the extent that such actions are taken pursuant to and in accordance with directions or instructions specified by American, (v) the negligence, gross negligence, recklessness, bad faith, illegal act, misrepresentation or malicious or willful misconduct of American or any of its officers, directors, agents, representatives, employees or contractors; provided, however, that except as set forth in clause (iv) such exclusion shall not extend to any liability to a third party alleging intellectual property infringement that results from American installing the Equipment and/or operating the System on any Retrofit A/C in accordance with the terms of this Agreement, (vi) the failure of American or an American Supplier to follow the Installation Guidelines, the AMM, the CMM or any other Documentation pursuant to which maintenance is performed, as applicable, (vii) Gogo’s implementation and operation, at American’s request, of a system that filters and/or blocks objectionable content (other than VoIP); provided, however, that the exclusion from indemnification described in this clause (vii) shall not extend to any claim, suit or demand arising out of Gogo’s failure to implement and operate the system in accordance with agreed-upon specifications, (viii) [***]; provided, however, that the exclusion from indemnification described in this clause (viii) shall not extend to any claim, suit or demand arising out of or caused by Gogo’s actions or omissions, (ix) Video Content not complying with all laws, rules and regulations requiring closed captioning or MPAA ratings disclosure, or otherwise applicable to the Video Content; provided, however, that Gogo shall be responsible to the extent of Gogo’s performance or failure to perform its obligations under this Agreement related to the Video Content, or (x) American’s material breach of Section 10.3, 19.1, 19.2 or 20 of this Agreement or Section 1.3 of Exhibit I to this Agreement ((i) – (x), collectively, the “Excluded Claims”).

21.2 By American. American shall indemnify and hold Gogo harmless and defend Gogo, its parent company, subsidiaries and affiliates and their respective officers, directors, agents, representatives, contractors and employees (collectively herein the “Gogo Indemnified Parties”), and each of them, from and against any and all claims, demands, actions, liabilities, damages, losses, expenses, suits, proceedings, assessments, fines, penalties and/or judgments (including without limitation all attorney’s fees, costs and expenses in connection therewith), whether for the death of or bodily injury to any person (including without limitation Gogo’s employees), for the loss of, damage to or destruction of any property and/or for any other injury, loss or damage of any kind or nature whatsoever, that may be charged to, recoverable from, suffered or incurred by or assessed or asserted against any of the Gogo Indemnified Parties by any third party, to the extent resulting from or caused by (i) the Excluded Claims, (ii) any Security Incident arising from American services or American Systems; however, if American can reasonably demonstrate that Gogo was a contributing cause of a Security Incident, then American’s liability shall be reduced proportionate to the degree of fault attributable to Gogo, or (iii) due to any breach of American’s obligations under Exhibit V to this Agreement.

21.3 Procedures. In the event a claim is made or suit is brought that is covered by either of the foregoing indemnities, the Indemnified Party shall give the Party with

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the indemnity obligation (the “Indemnitor”) notice thereof promptly after becoming aware thereof. The Indemnitor shall assume all responsibility for such claim or suit, and the Indemnified Party shall provide reasonable assistance and cooperation during the defense of such claim or suit or compromise or settlement thereof. Notwithstanding the foregoing, the Indemnified Party’s consent, which shall not be unreasonably withheld, shall be obtained in the event any compromise or settlement under this Section 21.3: (a) includes a finding or admission of any violation of any law by the Indemnified Party or any violation of the rights of any person by the Indemnified Party; (b) has an effect on any claim held by or against the Indemnified Party; or (c) requires the payment of any money or the taking of any action by the Indemnified Party. The Indemnified Party shall have the right, but not the duty, at its own expense, to participate in the defense and/or compromise or settlement of such claim or suit with counsel of its own choosing without relieving the Indemnitor of any obligations hereunder.

21.4 Remedies. If any infringement or misappropriation action falls within the indemnifications provided by Gogo to American in Section 21.1 and (a) Gogo is enjoined, either temporarily or permanently, from providing, manufacturing or delivering to American the Gogo Technology, including the Equipment, Software or Connectivity Services, Wireless Entertainment, and [***] or (b) American is enjoined, either temporarily or permanently, from using the Gogo Technology, including Equipment, Software or Connectivity Services, Wireless Entertainment, and [***] or (c) American or Gogo is adjudged, in any final order of a court of competent jurisdiction from which no appeal is available, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark or other proprietary or intellectual property right in the use of the Gogo Technology, including the Equipment, Software or Connectivity Services, Wireless Entertainment, and [***] or if Gogo settles or compromises any such action, then Gogo shall, at its expense, either (x) if not obtained as part of a settlement or compromise, obtain for American the right to continue using the Gogo Technology, including Equipment, Software and Connectivity Services, Wireless Entertainment, and [***] or (y) replace or modify the Gogo Technology, including the Equipment, Software or Connectivity Services, Wireless Entertainment and [***] to the extent necessary so that it does not infringe upon or misappropriate such proprietary or intellectual property right and is free to be delivered to and used by American (which may be a requirement of a settlement or compromise); provided that following such replacement or modification the Gogo Technology is functionally equivalent to the Gogo Technology prior thereto, in either case within [***] after the entry of such injunction or order or such settlement (subject to reasonable extension as may be reasonably required to obtain any required governmental approvals in respect of any such replacement or modification, which approvals Gogo shall pursue diligently and in good faith), failing which American may terminate this Agreement pursuant to Section 18.5.1, in which event Gogo shall be liable for all associated costs and expenses under this Agreement, including Deinstallation costs as contemplated by Section 6. SUBJECT TO SECTION 17.2.3, THIS SECTION 21 SETS FORTH THE ENTIRE OBLIGATION AND LIABILITY OF GOGO TO AMERICAN FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE EQUIPMENT, SOFTWARE AND GOGO SERVICES PROVIDED UNDER THIS AGREEMENT.

22. INSURANCE

22.1 American Requirements. American agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance with the specified minimum limits of liability during the Term of this Agreement:

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22.1.1 Comprehensive Aviation Liability Insurance, including personal injury, products and completed operations, war risk and allied perils and contractual liability in an amount not less than [***] combined single limit per occurrence (and in the aggregate with respects to products), which insurance may be provided by a combination of primary and umbrella coverages, covering all liability arising out of any bodily injury (including death of any person) and any damage to (including destruction of) property.

22.1.2 Aircraft Hull Insurance covering loss or damage to Equipment once permanently installed on the A/C in an amount not less than the full replacement or repair cost of such Equipment. Such insurance shall include Gogo as loss payee solely as respects the value of the Equipment.

22.2 Gogo Requirements. Throughout the Term of this Agreement, and as otherwise specified below, Gogo shall maintain in full force, at its expense, the following insurance coverage (and the cyber insurance coverage contemplated by Section 23.1) with carriers reasonably acceptable to American:

22.2.1 Aviation Products Liability/Completed Operations Liability Insurance, including contractual coverage, in an amount not less [***] which insurance shall not be required to be procured until immediately prior to the first delivery of Equipment hereunder but shall be maintained for a period of [***] following the expiration or termination of this Agreement;

22.2.2 Property Insurance covering all risks and covering all property in Gogo’s custody or control in an amount at least equal to the value of such property.

22.2.3 Worker’s Compensation Insurance in the statutory amount(s) required by the State(s) where the Equipment and/or Software are manufactured and/or installed and/or Gogo Services are performed and Employer’s Liability Insurance in an amount not less than [***]. In lieu of Workers’ Compensation Insurance, Gogo may satisfy the requirements of this Section 22.2.3 by being a qualified self-insurer in such State(s).

22.3 Policy Requirements. Each Party shall have its insurer(s) provide annual certificates of insurance evidencing the coverages required herein commencing upon execution of this Agreement, and such insurance certificates shall also reflect that policy(ies) include the following special provisions:

22.3.1 The insurer(s) has(ve) accepted and insured the provisions of Section 21 of this Agreement.

22.3.2 The insurer(s) has(ve) waived any rights of subrogation it/they may or could have against any of the Indemnified Parties.

22.3.3 Each such insurance coverage is and shall be primary without right of contribution from any insurance coverage carried by the Indemnified Parties.

22.3.4 The insurer(s) will give at least thirty (30) days’ prior written notice to other Party before any adverse change in the coverage of the policy(ies).

22.3.5 No such insurance coverage shall be invalidated with respect to any of the Indemnified Parties by any action or inaction of the insured Party.

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22.3.6 In the event that Gogo performs touch labor for any installations that are conducted at a location that is not a location at which American conducts acceptance checks, and if American so requests, Gogo will use commercially reasonable efforts to obtain hanger keeper’s insurance on such terms and with such limits as American reasonably requests.

23. LIMITATION OF LIABILITY

23.1 Limitation. WITHOUT LIMITING OR OTHERWISE IMPAIRING ANY SPECIFIC RIGHT OR REMEDY EXPRESSLY GRANTED OR RESERVED TO EITHER PARTY HEREIN, INCLUDING WITHOUT LIMITATION GOGO’S OBLIGATIONS UNDER SECTIONS 3.3.5, 6, 7.7 AND 21.1 OF THIS AGREEMENT AND ITS OBLIGATION TO PAY LIQUIDATED DAMAGES UNDER SECTION 9.1.4 AND EXHIBIT F AND AMERICAN’S OBLIGATIONS UNDER SECTIONS 6, 18.3 AND 21.2 OF THIS AGREEMENT AND EXHIBIT R, IN NO EVENT SHALL GOGO OR AMERICAN BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE ANY EQUIPMENT OR SOFTWARE DESCRIBED HEREIN EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT, SOFTWARE OR OTHER MATERIALS) SUFFERED OR INCURRED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT, EVEN IF GOGO OR AMERICAN HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, AND WITHOUT LIMITING THE FOREGOING, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR THE OTHER PARTY’S LOSS OF REPUTATION AS A RESULT OF A SECURITY INCIDENT.

FOR PURPOSES OF THIS AGREEMENT, IF AND TO THE EXTENT THAT GOGO AGREES (OR AMERICAN OBTAINS A FINAL, NON-APPEALABLE JUDGMENT FROM A COURT OR ARBITRATOR OF PROPER JURISDICTION) THAT PHYSICAL DAMAGE TO AN AIRCRAFT RESULTED OR AROSE FROM (a) GOGO’S NEGLIGENCE, (b) WITH RESPECT TO ANY RETROFIT A/C ON WHICH GOGO’S SUBCONTRACTOR INSTALLS OR MAINTAINS THE EQUIPMENT, THE NEGLIGENCE OF SUCH CONTRACTOR OR (c) A DEFECT IN THE SYSTEM CAUSED BY GOGO OR ITS SUPPLIERS OTHER THAN AMERICAN, SUCH DAMAGE SHALL BE CONSIDERED ACTUAL (AS OPPOSED TO SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL) DAMAGE, AND GOGO SHALL BE RESPONSIBLE FOR SUCH DAMAGE TO SUCH EXTENT (SUBJECT TO THE LIMITATION SET FORTH IN THE NEXT PARAGRAPH OF THIS SECTION 23.1).

IN NO EVENT SHALL GOGO’S PER OCCURRENCE LIABILITY FOR PHYSICAL DAMAGE TO AN AIRCRAFT AS DESCRIBED ABOVE EXCEED THE LESSER OF (x) [***] AND (y) THE SUM OF (i) (A) FOR ANY AIRCRAFT THAT IS NOT IN THE EXISTING RETROFIT FLEET, [***] AND (B) FOR ANY AIRCRAFT IN THE EXISTING RETROFIT FLEET, [***] FOR THE AIRCRAFT IN QUESTION, (ii) [***] AND (iii) THE AMOUNT OF [***].

SUBJECT TO THE NEXT SENTENCE, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ACTUAL DAMAGES, OTHER THAN PHYSICAL DAMAGE TO AN AIRCRAFT, SUFFERED BY THE OTHER ARISING OUT OF

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OR RELATED TO ANY BREACHES OR DEFAULTS OF THIS AGREEMENT SHALL EXCEED THE GREATER OF (I) [***] AND (II) THE AMOUNT OF AVAILABLE INSURANCE PROCEEDS WITH RESPECT TO SUCH BREACHES OR DEFAULTS. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY’S AGGREGATE PER OCCURRENCE LIABILITY TO THE OTHER FOR DAMAGES (ACTUAL AND/OR CONSEQUENTIAL), OTHER THAN PHYSICAL DAMAGE TO AN AIRCRAFT, SUFFERED BY THE OTHER ARISING OUT OF OR RELATED TO ANY SECURITY INCIDENT OR BREACH OF EXHIBIT V SHALL EXCEED THE SUM OF (X) [***], PLUS (Y) AN AMOUNT EQUAL TO [***].

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 23.1 WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (EXCEPT TO THE EXTENT SUCH LIABILITY ARISES FROM BAD FAITH OR WILLFUL MISCONDUCT), BY OPERATION OF LAW OR OTHERWISE.

23.2 Exclusions. The limitations of liability in Section 23.1 shall not apply with respect to: (a) any claims arising out of breaches of Section 9.5, 10.3, 19.1, 19.2 or 20 or of Section 1.3 of Exhibit I; or (b) any indemnification claims arising under Section 21. In addition, except as set forth in the last sentence of the first paragraph of Section 23.1 and subject to the cap set forth in the last sentence of the penultimate paragraph of Section 23.1, the limitation of liability in the first paragraph of Section 23.1 shall not apply with respect to any claims arising out of breaches of Exhibit V. Moreover, the limitation of liability in the first sentence of the next to the last paragraph of Section 23.1 shall not apply with respect to claims arising out of breaches of Section 6. The Parties are informed and sophisticated entities and have negotiated this Section 23 in consultation with their respective legal counsel, including litigation counsel. The Parties believe and expect that this Section 23 is enforceable in all respects. Nothing in this Agreement or its Exhibits, including the monetary limitations on liability set forth therein, shall (c) prejudice either Party’s right or ability to seek injunctive or other equitable relief in connection with breach or violation by the other Party of any of the terms, conditions or obligations set forth in this Agreement or in any Exhibit, or (d) be construed to impact the determination of whether injunctive or other equitable relief is an appropriate remedy in connection with any such breach or violation.

24. EXCUSABLE DELAYS

24.1 Definition. Either Party shall be excused from performance of its obligations hereunder, and shall not be liable to the other Party for any direct, indirect, special, incidental, consequential or punitive damages suffered or incurred by the other Party arising out of a total or partial failure to perform hereunder or delay in such performance, to the extent resulting directly from any event or occurrence beyond the reasonable control of the delayed Party (collectively, “Excusable Delay”), including, without limitation, (a) acts of God, (b) wars or acts of a public enemy, (c) acts, failures to act or delays of the Governments of any state or political subdivision or any department or regulatory agency thereof or entity created thereby, including, without limitation, national aviation authorities, (d) quotas or embargoes, (e) acts of sabotage, (f) fires, floods or other natural catastrophes, (g) shortages or inability to obtain materials or components, or (h) strikes, lockouts or other labor stoppages, slowdowns or disputes; provided, however, that such delay is not occasioned by the fault or negligence of the delayed Party. Any Excusable Delay shall last only as long as the event remains beyond the control of the delayed Party and only to the extent that it is the direct cause of the delay. By way

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of clarification, and without limiting the foregoing, any act, failure to act or delay described in clause (c) of this Section 24.1 shall not be an Excusable Delay if and to the extent such act, failure to act or delay results from Gogo’s failure to comply with Sections 18.4.1.1 or 18.4.1.2, or any other schedule agreed upon by the Parties. For the avoidance of doubt, a delay by any of Gogo’s subcontractors shall not be an Excusable Delay unless the subcontractor itself has experienced an Excusable Delay.

24.2 Recourse. The delayed Party shall notify the other Party within a reasonable time after it discovers an Excusable Delay has occurred, in writing, specifying the cause of the delay and, to the extent known, estimating the duration of the delay. No delay shall be excused unless such written notice shall have been given as required by this Section 24.2. If the Excusable Delay lasts in excess of [***], the non-delayed Party shall have the right to terminate this Agreement.

25. GENERAL

25.1 Independent Contractors. Gogo is an independent contractor of American, and personnel used or supplied by Gogo in performance of this Agreement shall be and remain employees or agents of Gogo and under no circumstances shall be considered employees or agents of American. Gogo shall have the sole responsibility for supervision and control of its personnel.

25.2 Use of Subcontractors. Gogo will obtain American’s prior approval, which shall not be unreasonably withheld, of any subcontractor who will touch any Aircraft. American’s rejection of a subcontractor may result in delivery delays or additional costs, as negotiated by the Parties in good faith. Nothing in this Agreement shall create any contractual relationship between American and any such subcontractor, and no subcontract shall relieve Gogo of its obligations hereunder should the subcontractor fail to perform in accordance with the provisions of this Agreement. American shall have no obligation to pay or to see to the payment of any money to any subcontractor. Gogo shall be solely responsible for the acts and omissions of Gogo’s subcontractors, with which Gogo shall have entered into agreements that contain confidentiality provisions at least as protective as those set forth herein. Any breach by a Gogo subcontractor of any terms or conditions of this Agreement shall be deemed a breach by Gogo.

25.3 Notice. Any notice, demand or document that either Party is required or otherwise desires to give or deliver to or make upon the other Party hereunder shall be in writing and shall be (a) personally delivered, (b) deposited in the United States Mail, registered or certified, return receipt requested, with postage prepaid, (c) sent by overnight courier, or (d) sent by facsimile with confirmation of receipt, addressed as follows:

If to American:                             ATTN: Managing Director, Aircraft Programs, Tech Ops

American Airlines, Inc.

0000 Xxxx Xxxxxx Xxxx. MD 5224

Xxxx Xxxxx, XX 00000

If to Gogo:                                     ATTN: General Counsel

Gogo LLC

000 X. Xxxxx Xx., Xxxxx 0000

Xxxxxxx, XX 00000

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Or to such other address as either Party shall designate for itself by notice given to the other Party as aforesaid. Any such notice, demand or document shall be deemed to be effective upon receipt of the same by the Party to whom the same is addressed.

25.4 Assignment. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors and assigns, but neither the rights nor the duties of either Party under this Agreement may be voluntarily or involuntarily assigned or delegated, in whole or part, without the prior written consent of the other Party, such consent not to be unreasonably withheld.

25.5 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed according to the internal laws of the State of New York without regard to conflicts of laws principles. Each Party agrees to negotiate in good faith to resolve any dispute, claim or controversy arising out of or related to this Agreement prior to filing any suit, action or proceeding. In the event the Parties are unable to resolve the dispute within [***] following the commencement of negotiations, each Party shall escalate the dispute through the appropriate levels of management, up to and including the level of Chief Executive Officer at Gogo and Vice President-Procurement and Supply Chain or higher at American, until the resolution of the issue is achieved or the respective executives cannot agree to a resolution of the dispute. Unless otherwise agreed to by both Parties, in no event shall the escalation process exceed [***]. Any suit, action or proceeding filed by either Party under this Agreement shall be brought in the state courts of Tarrant County, Texas, and each Party irrevocably submits to the exclusive personal jurisdiction and venue of such courts for the purpose of any such suit, action or proceeding and hereby irrevocably waives any claim that any such suit, action or proceeding in such courts has been brought in an inconvenient forum.

25.6 Press Release/Publicity. Neither Party hereto shall use the name or any trade name of or otherwise refer to the other Party or any of its Affiliates, directly or indirectly, in any advertisement, news release or professional or trade publication without receiving prior written approval from such other Party.

25.7 Remedies. Except as expressly set forth herein, no remedy conferred upon or reserved to a Party herein is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or otherwise. Except as expressly set forth herein, no delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle a Party to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice other than such notice as may be herein expressly required.

25.8 Savings Clause. If any provision of this Agreement is declared unlawful or unenforceable as a result of final administrative, legislative or judicial action, this Agreement shall be deemed to be amended to conform with the requirements of such action and all other provisions hereof shall remain in full force and effect.

25.9 Waiver. No failure or delay by either Party in requiring strict performance of any provision of this Agreement, no previous waiver or forbearance of any provision of this Agreement by either Party and no course of dealing between the Parties shall in any way be construed as a waiver or continuing waiver of any provision of this Agreement.

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25.10 Final Agreement. With the sole exception of Section 3 of Amendment One to the Pre-Apollo Agreement, which shall survive execution and delivery hereof, this Agreement replaces and supersedes the Prior Agreements in their entirety, constitutes and represents the final agreement between the Parties as to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the Parties. There are no oral agreements between the Parties. This Agreement may be amended in whole or in part only in a writing signed by both Parties. Notwithstanding the foregoing, the Parties agree that, to the extent one or more of the Prior Agreements includes a subject or concept that is neither implicitly nor explicitly addressed herein and also had not been determined to be unnecessary to include herein within the context of negotiations, the Parties will use commercially reasonable efforts to handle, to the extent necessary, such subject or concept consistent with the Prior Agreements.

25.11 Interpretation. The section headings herein are for convenience of reference only and are not intended to define or aid interpretation of the text hereof. The words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the other grammatical forms of such terms.

25.12 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument, and if so executed in counterparts will be enforceable and effective upon the exchange of executed counterparts or the exchange of facsimile transmissions of executed counterparts.

25.13 Survival. Notwithstanding anything herein to the contrary, any sections or portions of any sections of this Agreement (including the Exhibits hereto) that by their express terms survive, or by their nature should survive, expiration or termination of this Agreement shall survive such expiration or termination.

25.14 [***].

25.15 Additional Releases. The Parties agree that the inclusion of the [***] Section 1.1 of Exhibit D shall be in full satisfaction of any and all claims or remedies, existing as of the Effective Date, that:

25.15.1 American may have against Gogo under Section 5.1.2 of the Apollo Agreement, and upon execution of this Agreement, American shall be deemed to have irrevocably released Gogo from any and all such claims and remedies under Section 5.1.2 of the Apollo Agreement, whether known or unknown, at law or in equity; and

25.15.2 Gogo may have against American under Section 20.17 of the Apollo Agreement, and upon execution of this Agreement, Gogo shall be deemed to have irrevocably released American from any and all such claims and remedies under Section 20.17 of the Apollo Agreement, whether known or unknown, at law or in equity.

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Neither this Section 25.15 or anything else contained in this Agreement, nor any action taken by either Party in performance of its obligations hereunder, shall be construed either as evidence of the validity of any claims or remedies by either Party against the other in connection with Section 5.1.2 or 20.17 of the Apollo Agreement or as an admission of the same by either Party.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date.

GOGO LLC		AMERICAN AIRLINES, INC.
By:		/s/ Xxxxxxx X. Small		By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxxx X. Small		Name:		Xxxxxx Xxxx
Title:		President and CEO		Title:		President

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[Signature Page to the Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement]

Execution Version

Exhibit A:

Fleet Types

[***].

Exhibit B:

Equipment and Lead Times

1. ATG4 Solution: ATG4 Mainline Fleet

[***].

[***].

[***].

[***].

[***].

American Airlines, Inc. and Gogo LLC

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[***].

[***].

[***].

[***].

2. ATG Solution: Retiring Mainline Fleet

[***].

[***].

[***].

[***].

[***].

3. ATG Solution: Regional Jet Fleet and Retiring E190 Fleet

All regional jets:

[***].

4. 2Ku Solution: 2Ku Fleet

[***].

American Airlines, Inc. and Gogo LLC

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Exhibit C:

Specifications

This Exhibit C describes the Specifications related to the Equipment and Software included in the ATG Solution, ATG4 Solution and the 2Ku Solution to be provided by Gogo.

American Airlines, Inc. and Gogo LLC

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C-1

Exhibit C-1:

2Ku Solution Equipment Specifications

The 2Ku Solution is comprised of the in-cabin network, which includes the ACPU-2 Server and acWAP access points, and the SATCOM system, which includes the radome, adapter plate, fairing, Tx antenna, Rx antenna, KANDU, KRFU and ModMan.

1. ACPU-2 Server

Table C-1. ACPU-2 Specifications

[***].

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

C-2

2. acWAP 802.11a/b/g/n/ac Access Points

Table C-2. acWAP Specifications

[***].

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

C-3

Table C-3. In-Cabin Network DO-160 Qualification Categories

[***].

Table C-4. acWAP DO-160G, Section 4.5.3, Cat. A4 Exceptions

3. Wi-Fi Antennas

Table C-5. Wi-Fi Antenna Specifications

[***].

American Airlines, Inc. and Gogo LLC

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C-4

4. PCS Antenna

Table C-6. PCS Antenna Specification

[***].

5. SAVCL

Table C-7. SAVCL Specification

[***].

American Airlines, Inc. and Gogo LLC

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C-5

6. 2Ku Solution: SATCOM System Characteristics

Table C-8. 2Ku Solution Characteristics

[***].

American Airlines, Inc. and Gogo LLC

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C-6

7. 2Ku Solution: SATCOM Size, Weight and Power

LRU size, weight and power are tabulated below.

Table C-9. 2Ku Size, Weight and Power (Twin-Aisle)

[***].

American Airlines, Inc. and Gogo LLC

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C-7

Table C-10. 2Ku Size, Weight and Power (Single-Aisle)

[***].

American Airlines, Inc. and Gogo LLC

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C-8

Exhibit C-2:

ATG4 Solution Equipment Specifications

Table C-11. ATG4 Solution LRU Specifications

[***].

American Airlines, Inc. and Gogo LLC

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C-9

Exhibit C-3:

ATG Solution Equipment Specifications

Table C-12. ATG Solution LRU Specifications

[***].

American Airlines, Inc. and Gogo LLC

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Exhibit D:

Commercial Pricing

1. Equipment, Certification and NRE

1.1. Shipset Pricing – 2Ku Solution

[***].

1.2. Shipset Pricing – ATG Solution/ATG4 Solution

[***].

1.3. Shipset Pricing by LRU – Regional Jet Fleet and Retiring E190 Fleet

[***].

1.4. Certification

[***].

1.5. Installation

1.5.1. Installation of 2Ku Solution if performed by Gogo during the term applicable to the 2Ku Fleet:

[***].

1.5.2. Installation of ATG4 Solution

[***].

1.5.3. Additional Installation Site Support

If American requests additional support beyond the number of installations as set forth in Section 6.4 of Exhibit F, the following prices shall apply. [***].

Inside United States:               $[***].

Outside United States:             $[***].

1.6. Warranty, Maintenance and Spares

[***].

[***].

1.7. Other NRE

1.7.1. Additional engineering services available upon completion of an SOW.

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Unless otherwise stated, the base hourly rate for NRE shall be [***].

2. Passenger Services

2.1. Passenger Connectivity Services

2.1.1. Revenue Share Model

[***].

2.1.2. Affiliate Fee

[***].

2.1.3. [***]

2.1.3.1. Connectivity Services – 2Ku Solution:

[***].

[***]. Reasonable changes required to the Portal to accommodate such a promotion will be performed by Gogo[***].

2.1.3.2. Next Generation ATG Connectivity Services:

The table in Section 2.1.3.1 of this Exhibit D outlines “not to exceed” single segment session-based pricing from Gogo to American for Next Generation ATG Retrofit A/C. American shall retain [***] of User session revenue, net of any taxes collected on the sale of sessions pursuant to Section 15 of the Agreement.

2.1.3.3. Connectivity Services – ATG Solution/ATG4 Solution:

[***], session-based pricing from Gogo to American shall be as shown in the table below. American shall retain [***] of User session revenue, net of any taxes collected on the sale of sessions pursuant to Section 15 of the Agreement. [***].

2.1.4. Non-session-based passenger MB usage (assumes Passenger Grade):

2.1.4.1. Retrofit A/C equipped with 2Ku Solution:                                         $[***]

2.1.4.2. Retrofit A/C equipped with ATG Solution or ATG4 Solution:         $[***]

2.2. Wireless Entertainment

The following sets forth the pricing for Wireless Entertainment as described in Exhibit L.

2.2.1. Wireless Entertainment hardware consists of a SAVCL.

• SAVCL for the Regional Jet Fleet: $[***]

• SAVCL for Retiring E190 Fleet: $[***]

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• Initial USB sticks: $[***]

• Fees for lost USB sticks are described in Section 2.2.5 of this Exhibit D.

2.2.2. Activation Fees:

Upon activation of Wireless Entertainment on the Regional Jet Fleet and Retiring E190 Fleet: $[***]

2.2.3. Monthly Service Fee (MSF)

[***]

Note: MSF includes Video Content processing and DRM, storage and management of the video library and masters, quality assurance, batching, replicating media onto USB sticks and shipping.

2.2.4. Transaction Fees

[***].

There is a monthly minimum requirement of [***]. In the event a particular tail does not reach the [***] View minimum, Gogo will charge American at a rate of $[***] for each movie View short of the minimum, and such Views will be included in the Wireless Entertainment Take Rate in clause (i) of the paragraph below.

[***].

2.2.5. Other/Miscellaneous

At any time after [***], American may opt to move to a [***] content cycle. The cost of moving to a [***] content cycle will be a [***] increase in the per tail MSF.

Lost USB sticks not returned to Gogo by AA:    

First 10%:               $[***]

Above 10%:            $[***]

Sticks are counted on a per-cycle basis. In a [***] cycle, Gogo will count the returned sticks from a content batch [***] after such batch of sticks were sent out. By way of example, if a [***] batch contains five hundred (500) USB sticks, and if only four hundred forty (440) of these sticks are returned as of [***], then Gogo will [***]. In the event that American migrates to a [***] content cycle, the returned sticks would be counted [***] after the batch was sent out.

2.2.6. November and December 2016 Content Licensing Reimbursement

With respect to the period between November 1, 2016 and December 31, 2016, [***].

2.3. [***]

2.3.1. One-time setup fees per channel            $[***]

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2.3.2. Channel transport            [***]

2.3.3. [***]:

3. Miscellaneous Services

3.1. Operational Applications and Data Rates

3.1.1. Passenger Grade Operational Data:

• Retrofit A/C equipped with 2Ku Solution:                                         $[***]

• Retrofit A/C equipped with ATG Solution or ATG4 Solution:         $[***]

3.1.2. Non-Passenger Grade data (Subject to SOW)

3.1.3. Other (SSID creation, platform or application management) (Subject to SOW)

3.2. Customer Care and Passenger Account Management

Multi-language customer care services shall be available 24x7x365 to passengers in need of assistance related to Connectivity Services, Wireless Entertainment and [***] offered by Gogo via email, phone and real-time chat.

Passenger account management includes: (i) setting up and maintaining User accounts, (ii) billing Users for services rendered, (iii) processing of credit cards and other forms of payment, (iv) subscription billing, (v) User invoicing, and (vi) security associated with User billing data. Passenger account management is required for real-time chat.

[***]

3.3. Portal Management — Advertising, Ad-Serving, Sponsorships and Whitelisting

[***]

3.4. Portal Customization

[***] Portal customization and associated pricing will be set forth in an SOW, inclusive of the description in Section 1.4 of Exhibit M.

3.5.

[***].

3.6. Subscriptions

[***].

3.7. Roaming and Other Partner Relationships

3.8. [***]Promotional Offerings

[***]

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Exhibit E:

Gate-to-Gate Connectivity

Gate-to-Gate Services

1. General

1.1. Connectivity Services, Wireless Entertainment and [***] shall be available “Gate-to-gate” for the 2Ku Fleet. Connectivity Services shall also be operational during maintenance activities when the Retrofit A/C is powered on, subject to the Gate-to-gate Exclusions in Exhibit J.

1.2. The 2Ku SLA metrics will start and stop upon the Equipment receiving uniquely identifiable triggers. The 2Ku Solution is designed to utilize the anti-collision beacon discrete as the uniquely identifiable trigger, or alternatively the door discrete may be utilized. American may select an alternative option as provided in the diagram in this Exhibit E at a not-to-exceed cost of [***], which shall be delivered by the later [***] after American’s request in writing to proceed with such alternative option. The not-to-exceed price and aforementioned timeline are confined to the following areas of development: (i) customize Gate-to-gate software to utilize FMC data event to indicate start of flight, (ii) customize Gate-to-gate software to minimize customer impact (i.e., auto-resume of session) during foreseen “return to gate” scenarios, and (iii) customize Gate-to-gate software to utilize a door open discrete plus a configurable timer to indicate end of flight.

1.3. The System shall be configured such that the ground period (i.e., gate and taxi) can be differentiated from the en route period, including for purposes such as reporting and collecting applicable taxes.

1.4. Subject to the applicable Exclusions in Section 4 of Exhibit J-1, operational SSIDs will be broadcasting, and Connectivity Services to such operational SSIDs will be available at all times “without user intervention” as long as power is supplied to the Equipment, flight deck switches are in the “on position,” and the Equipment and Software are receiving IRU data.

1.5. American and Gogo agree that the Gate-to-gate service scenario may need to be adjusted if the aircraft OEM imposes additional constraints on Equipment operations or if laws or regulations impact the provision of such Gate-to-gate services.

[***]

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Exhibit F:

Entry into Service (EIS) for 2Ku Fleet - Engineering, Certification, Software Development,

Installation, Training and Program Management

1. Prototype Installation and Certification for the 2Ku Fleet

1.1. [***].

1.2. Gogo will provide to American, at ITCM, a detailed plan and schedule for installing and [***] for the System aboard each Prototype. American’s project manager and the Program Manager shall develop the full ITCM agenda.

1.3. Critical Design Review (CDR)

In addition to other CDR requirements and outcomes, Gogo shall have released all installation Documentation by CDR. CDR is face-to-face. Relevant Gogo and American engineering representatives must be on-site.

1.3.1. CDR Gate

The purpose of the CDR Gate is to review that the installation data that is due at the CDR will in fact be ready for the CDR. The CDR will not be held unless American’s engineering department determines at the CDR Gate that the data will be ready. CDR Gate is CDR [***]. All installation data is released.

American’s engineering department shall have [***] after receipt of the installation data (the “CDR Gate”) to review such installation data and determine if such installation data is acceptable. The CDR will not be held unless American’s engineering department finds such installation data acceptable, and American’s acceptance shall not be unreasonably withheld. American agrees that any installation data submitted by Gogo, which is a part of a previously approved STC for the same Fleet Type, shall be deemed acceptable unless American can substantiate a reasonable technical basis for change(s).

1.3.2. Post-CDR Documentation Review

American’s engineering department has [***] after the CDR completion to complete the installation data package review and provide reasonable findings to Gogo. Gogo shall remedy mutually agreed findings within [***] after receipt of American’s findings. The Parties agree that reasonable findings shall be corrected unless Gogo can substantiate to American’s satisfaction a reason to not incorporate specific remedies, and American’s engineering department agrees with the substantiation. American’s engineering department shall provide acceptance in writing of installation data package to Gogo within [***] of submittal by Gogo of Gogo’s response.

1.4. If Gogo performs the touch labor, Gogo anticipates the Prototype installation to span [***] for each Fleet Type to be equipped with the 2Ku Solution; provided that Gogo has adequate access to the applicable Aircraft throughout such period.

1.5. If Gogo performs the touch labor and Gogo is responsible for a delay that extends the Prototype downtime beyond what was originally planned, [***].

1.6. [***].

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1.7. Gogo will obtain and provide to American [***] as expeditiously as possible. If Gogo contracts with a third-party supplier for the retrofit design, Gogo shall ensure that the third-party supplier meets American’s requirements for design, drawings, modifications, deliverables and response time to American. Excluding [***] delays beyond Gogo’s control, Gogo shall make commercially reasonable efforts to meet or beat the following response times:

1.7.1. [***].

1.7.2. [***].

1.8. Subject to the agreement of the ODA, Gogo’s selected ODA will provide to American a draft of the Certification plan(s). The delivery of the draft plan to American needs to be such that American has [***] to review the Certification plan, Gogo has time to incorporate American’s findings and the Certification plan can be submitted to the FAA with sufficient lead time to Prototype induction. Subject to the previous sentence, American shall complete such review within [***] and return comments to Gogo.

1.9. Gogo shall provide all instructions for continued airworthiness, including EWIS program changes, to American no later than [***] before planned Prototype induction. Such documents will remain in draft form until such time the STC is issued and shall be accompanied by a letter that describes the proposed changes from draft form to final form.

1.10. American may have installation of the System performed by Third Party Suppliers. In any event, and in addition to Gogo’s other obligations under this Exhibit F and the Agreement, Gogo agrees to provide reasonable installation, design and/or certification support to American and/or any such Third Party Suppliers, including on-site engineering support at the installation site. Such support will be provided [***] and shall include, but not be limited to, such support as is required under the terms of this Agreement and/or as is further set forth at design reviews.

1.11. Gogo shall advise American of any and all potential impacts on other systems on Retrofit A/C as set forth in Section 9.1.2 of the Agreement.

2. Production Aircraft (second Aircraft of each Fleet Type onwards)

2.1. [***].

2.2.

[***].

2.3. During the installation, should Gogo be responsible for a delay that extends the Aircraft downtime beyond what was originally planned based on a schedule provided by American, Gogo agrees to compensate American [***]. If the delay is projected to be more than [***], American may elect to return the Aircraft to service and reschedule the System installation subject to Aircraft availability from American. In such event, the downtime for the initial attempted installation for the subject Aircraft shall be added to the downtime for the rescheduled installation for purposes of applying the first sentence of this Section 2.3 of Exhibit F to the rescheduled installation, such that the initial attempted installation and the rescheduled installation are treated as a single installation. For the avoidance of doubt, American’s rights and Gogo’s obligations under this Section 2.3 of Exhibit F are in addition and without prejudice to American’s rights and Gogo’s

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obligations under Sections 4.2.3, 7.5 and 17.2.8 of this Agreement. With respect to American’s general obligation to mitigate damages under this Agreement, to the extent any delay under this Section 2.3 of Exhibit F could result from a failed piece of Equipment, American shall attempt to mitigate such delay by taking an equivalent piece of Equipment from another available Shipset. In the event American takes an equivalent piece of Equipment from another available Shipset pursuant to the previous sentence, American shall give Gogo written notice of such event as soon as reasonably practicable, so that Gogo can replace the missing piece of Equipment from the relevant Shipset. To the extent American had a reasonable opportunity to mitigate and/or notify Gogo pursuant to the preceding two (2) sentences of this Section 2.3 of Exhibit F and failed to do so, Gogo shall be exempted from any liquidated damages hereunder which could have been avoided if not for such failure.

3. Software

This Section 3 of Exhibit F describes the base Software for the System. For further details regarding Content- and Portal-related Software, see Exhibit I.

3.1. Software Development and Quality/Testing Cycle

Gogo’s Software development cycle is governed by a five (5)-stage PMO process:

P0 – Pre-Initiation (program initiated through Jira PR request)

P1 – Initiation (program business requirements document completed)

P2 – Set-Up (system design and technical requirements complete)

P3 – Development, test and alpha/beta (during testing, System test/acceptance test and airline end-to-end testing included)

P4 – Closure

3.2. Quality and Process Documentation

The following documents are version-controlled and stored in Gogo’s Agile document retention database. The most recent versions are available to American for reference when needed via request to the Program Manager.

3.2.1. Gogo maintains a quality manual which outlines the policies, procedures and requirements of the quality management system, which meets appropriate ISO 9001:2008 and AS9115 standards.

3.2.2. Gogo’s SQA plan highlights specifics about delivering quality software products and services. The role of the SQA plan is to assist the Program team to continually improve the quality of work products and services. The SQA plan is responsible for establishing processes and procedures that accurately verify and validate the adherence of assigned tasking and related activities to applicable standards, guidelines and procedures. The SQA process is aligned with the internal audit and supplier management processes to ensure coverage of Gogo’s quality guidelines from both a Program and process perspective.

3.2.3. Gogo’s configuration management plan is a document intended to provide guidelines to successfully implement configuration management policy at Gogo. It describes the activities to be performed to control and maintain design and

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certification documents in support of Aircraft configuration projects. Gogo maintains configuration management to the standards and according to the definitions contained in the Project Management Institute and the American National Standards Institute.

3.3. Testing Facilities

Gogo shall provide one (1) test rack for each unique Retrofit A/C configuration. The test rack(s) shall be located at Gogo’s location acceptable to American for the Term. If American expands the scope of this Agreement with additional fleet types that introduce different Gogo hardware configurations, Gogo shall expand test equipment to address these additional hardware configurations. Gogo shall modify the test rack(s) due to System requirements or design changes at no cost to American. Gogo will provide the space, racks and wiring for the test rack for the Term.

3.3.1. Gogo will provide a report [***] before Prototype installation that compares the Aircraft BOM and the test rack BOM, and include a technical explanation why differences between the two (2) have no impact on the integrity of testing conducting on the test rack.

3.3.2. Gogo will provide descriptions of how Aircraft data sources are simulated.

3.3.3. Gogo will perform an internal review of the parts for the test rack to verify that the test rack components, part numbers, quantities and system wiring are accounted for in such rack. Gogo will perform such review on a quarterly basis or as necessary and report its findings to American. Any changes to the System as a result of an MCP that affect the test racks will be incorporated therein. In anticipation of EIS, if any part listed in the pull forward rack identified below is nonfunctional during the pre-ATP, Gogo agrees to resolve by the ATP. If any part listed in the Pull Forward Rack identified below is nonfunctional during the ATP, Gogo agrees to resolve such issue as soon as possible.

3.4. Liquidated Damages For Delinquent or Defective Software

3.4.1. The purpose of this Section 3.4 of Exhibit F is to ensure that Software embedded in Equipment is delivered on dock on-time, based on agreed upon schedules and free of defects. Liquidated damages are applied when those conditions are not met based on the terms in this Section 3.4 of Exhibit F.

3.4.1.1. [***].

3.4.1.2. [***].

3.4.1.3. [***].

3.4.2. Defect Severity Classification Table

[***]

3.4.3. Occurrence Classification Table

[***]

3.4.4. Software Priority

3.4.4.1. Priority is then defined as a combination of severity and occurrence. For avoidance of doubt, [***].

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3.4.4.2. Once the Software is prioritized, Software release classifications shall be mutually agreed upon between American and Gogo.

3.4.5. Software Release Definitions

3.4.5.1. [***].

3.4.5.2. [***].

3.4.5.3. [***].

3.4.5.4. [***].

3.4.6. Remedies for Initial Software Load Supporting EIS

It is Gogo’s responsibility to ensure that the initial mutually agreed Software on-dock date is met by delivery of conforming Software. In the event that the initial Software on-dock date is not met, whether or not as a result of Gogo not timely resolving defects, Gogo shall be responsible for defining a new Software on-dock date and shall further be responsible for the following liquidated damages from the initial Software on-dock date until the date that the conforming Software is on-dock.

a. Delay of [***] or less:            $[***]

x. Xxxxx of [***] or less:            $[***]

c. More than [***]:                     $[***]

4. Technical Publications

Gogo will provide technical and maintenance documentation as mutually agreed by the Parties.

5. EIS and Gogo Support

5.1. Gogo will validate System functionality during the support period as described in the table below using two methods of validation: (i) Active Monitoring and (ii) Fly-Along Support. “Active Monitoring” means both standard NOC monitoring/alarming and enhanced, proactive, tail-specific and flight-specific analysis performed by Gogo. “Fly-Along Support” means support provided by a Gogo technician on-board a Retrofit A/C that is focused on Gogo Service monitoring, System performance and User experience. Both Parties will jointly work to minimize flight testing support requirements.

[***]

5.2. American will assist Gogo to get accommodations on the flights that require Fly-Along Support and use reasonable efforts to minimize the cost to Gogo of such support.

5.3. In fulfillment of Gogo’s support commitments set forth in the table in Section 5.1 of this Exhibit F, Gogo will provide technicians trained and qualified on American’s configuration of the System.

5.4. Gogo will continue its support as set forth in the table in Section 5.1 of this Exhibit F until Gogo’s performance of applicable Gogo Services meets the resolution/cessation criteria noted for each support type. Gogo and American can mutually agree to stop or extend such support for any support type at any time.

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6. Program Management for EIS

6.1. Dedicated Program Management

6.1.1. Gogo will provide, [***], sufficient Program Management Staff to support the contractual obligations outlined in and awarded under this Agreement. During all phases (e.g., service configuration, early deployment and sustaining operations), Gogo will assign [***] dedicated Program Manager for the overall account and also assign functional leads for each major project area of each phase. Gogo shall provide the program management structure, roles and responsibilities during ITCM.

6.1.2. The Program Manager’s responsibilities are set forth in Section 11.1.1 of the Agreement.

6.1.3. Order administration support is set forth in Section 11.1.1 of the Agreement.

6.2. Meetings

6.2.1. All major meetings, including but not limited to ITCM, PDR and CDR, shall be held at American’s headquarters unless mutually agreed.

6.2.2. Gogo should plan to attend meetings, [***], upon American’s and/or American’s designated third party’s request and shall facilitate the participation of all appropriate personnel.

6.2.3. Meetings requested where support is required shall include face-to-face meetings, teleconferences and conferences in addition to the ITCM, design reviews, Program reviews and FAIs.

6.2.4. Gogo shall be expected to attend these meetings during all stages of the Agreement, at any time from the award of the contract through the Term. Gogo agrees to send relevant subject matter experts to all the meetings.

6.3. Development Program

American and Gogo shall participate in building the overall project schedule and agreeing to the schedule. Gogo shall provide American with the draft of the STC project plan before it is submitted to the FAA, and with sufficient time for American to review, provide feedback to Gogo and for Gogo to make revisions to the STC project plan as appropriate.    Gogo’s process for developing a certification design will include, but not be limited to, the following activities:

6.3.1. ITCM: ITCM between commercial, technical, marketing and aviation authority representatives intended to fine tune requirements as necessary.

6.3.2. Portal XXX: XXX focusing on Portal requirements and designs.

6.3.3. SRR/SDR: Commercial, technical and marketing review of System requirements and proposed System architecture.

6.3.4. ICD XXX: Technical team ICD initial review.

6.3.5. Services XXX: Initial commercial, technical, marketing team meeting focusing on satellite service provision, marketing planning and customer support.

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6.3.6. Aircraft survey: Technical team inspection of Aircraft to be modified and meeting to discuss modification details.

6.3.7. PDR: Technical team review of design implementation at a preliminary stage.

6.3.8. ICD XXX: Technical team ICD follow-on review.

6.3.9. Services XXX: Follow-on commercial, technical and marketing team meeting focusing on satellite service provision, marketing planning and customer support.

6.3.10. IPC: Initial provisioning conference to discuss maintenance, overhaul, operation, tooling, spares provisioning and training.

6.3.11. CDR: Technical team review of design implementation at a critical stage.

6.3.12. FDR: Technical team final review of design implementation and agreement on design data release.

6.3.13. TRR: Technical team review of qualification test results, and plans and readiness for acceptance testing and STC.

6.3.14. STC: Civil aviation authority presentation of STC.

6.4. Installation Site Support (Post-Prototype)

6.4.1. Gogo shall provide .[***].

6.4.2. American and Gogo may mutually agree to cease such Gogo on-site support if American installation teams are trained ahead of [***].

6.5. American OSR

6.5.1. [***].

6.5.2. [***].

6.5.3. [***].

6.5.4. [***].

7. Training

7.1. Flight Attendant Training:

7.1.1. An interactive computer-based flight attendant training application will be built to support online training sessions, and such application will be compatible with Android operating systems, iMac, iPad, Internet Explorer and Google Chrome. Gogo will complete edits of the interactive application to ensure it matches all new major functionality of the Portal. The Parties will negotiate in good faith to develop an application that is compatible with American’s learning management system [***]. A web-based tutorial (i.e., curriculum and lesson) of the same training content as the application shall also be made available by Gogo to American [***].

7.1.2. Flight attendant training: for Xxxxxx “train-the-trainer” training, each class will consist of [***]. American may request and purchase additional training based on Gogo’s quotes.

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7.1.3. Training documents:

7.1.3.1. Operations manual: included in curriculum development

7.1.3.2. Soft copy of the QRG

7.1.4. Format of training documents: all training documents are to be provided in print-ready, soft-copy format.

7.1.5. Location of training courses: all training courses are to be conducted at a mutually agreed U.S. location unless otherwise stated.

7.1.6. Timing of deliverables: so long as American does not make changes to the Software driving delay:

7.1.6.1. All initial training modules shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

7.1.6.2. All initial training courses shall be made available to American personnel no later than [***] prior to EIS of the applicable Fleet Type.

7.1.6.3. All initial training documents shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

7.2. Line maintenance training:

7.2.1. An interactive computer-based line maintenance training application will be used to create online sessions, and such application will be compatible with Android operating systems, iMac, iPad, Internet Explorer and Google Chrome. A web-based tutorial (i.e., curriculum and lesson) of the same training content as the application shall also be made available by Gogo to American [***].

7.2.2. Line maintenance instructor-led training: for American’s “train-the-trainer” training, each class will consist of [***]. American may request and purchase additional training based on Gogo’s quotes.

7.2.3. Training documents:

7.2.3.1. Operations manual: included in curriculum development

7.2.3.2. Soft copy of the QRG

7.2.4. Format of training documents: all training documents are to be provided in print-ready, soft-copy format.

7.2.5. Location of training courses: all training courses are to be conducted at a mutually agreed U.S. location unless otherwise stated.

7.2.6. Timing of deliverables: so long as American does not make changes to the Software driving delay:

7.2.6.1. All initial training modules shall be delivered to American in their complete form no later than [***] prior to Entry-Into-Service.

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7.2.6.2. All initial training courses shall be made available to American personnel no later than [***] prior to Entry-Into-Service.

7.2.6.3. All initial training documents shall be delivered to American in their complete form no later than [***] prior to Entry-Into-Service.

7.3. Engineering training:

7.3.1. An interactive computer-based engineering application will be used to create online sessions, and such application will be compatible with Android operating systems, iMac, iPad, Internet Explorer and Google Chrome. A web-based tutorial (i.e., curriculum and lesson) of the same training content as the application shall also be made available by Gogo to American [***].

7.3.2. Engineering instructor-led training: for “train-the-trainer” training, each class will consist of [***]. American may request and purchase additional training based on Gogo’s quotes.

7.3.3. Training Documents

7.3.3.1. Operations manual: included in curriculum development

7.3.3.2. System architecture

7.3.3.3. System operation (from power-on through shutdown)

7.3.3.4. RF operating parameters

7.3.3.5. BITE tool usage

7.3.3.6. Fault isolation manual and tools

7.3.3.7. Unique LRU remove and replace methods

7.3.4. Format of training documents: all training documents are to be provided in print-ready, soft-copy format.

7.3.5. Timing of deliverables: so long as American does not make changes to the Software driving delay:

7.3.5.1. All initial training modules shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

7.3.5.2. All initial training courses shall be made available to American personnel no later than [***] prior to EIS of the applicable Fleet Type.

7.3.5.3. All initial training documents shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

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Exhibit G:

Maintenance Services

During the Warranty Period, the Parties will provide maintenance services as set forth herein. For avoidance of doubt, Gogo will not perform any maintenance on or inside a Retrofit A/C that involves touch labor except as set forth below.

1. Gogo Responsibilities:

1.1. [***].

1.2. [***].

1.3. [***].

1.4. [***].

1.5. [***].

1.6. [***].

1.7. [***].

1.8. [***].

1.9. [***].

1.10. [***].

1.11. [***].

1.12. [***].

1.13. [***].

1.14. [***].

1.15. [***]

1.15.1. [***].

1.15.2. [***].

1.15.3. [***].

1.15.4. [***].

2. American Responsibilities:

2.1. [***].

2.2. [***].

2.3. [***].

2.4. [***].

2.5. [***].

2.6. [***].

2.7. [***].

2.8. [***].

2.9. [***].

2.10. [***].

2.11. [***].

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2.12. [***].

2.13. [***].

3. Joint Responsibility:

[***].

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Attachment 1 to Exhibit G

Gogo Spares for the Retiring Mainline Fleet and ATG4 Mainline Fleet

[***]

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Attachment 2 to Exhibit G

Gogo Spares for the Regional Jet Fleet and Retiring E190 Fleet

[***]

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Attachment 3 to Exhibit G

Gogo Spares for the 2Ku Fleet

[***]

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Exhibit H:

Services and Systems Overview

1. List of Services

1.1. Gogo maintains a ground network and procures satellite capacity to provide the Gogo Services.

1.2. Gogo employs a number of techniques to improve network efficiency that include, but are not limited to techniques outlined below.

1.2.1. [***].

1.2.2. [***].

1.2.3. [***].

1.2.4. [***].

1.3. Gogo shall implement and manage a Portal consistent with the requirements and timelines set forth in Exhibit I.

1.4. [***].

1.5. [***].

1.6. [***].

1.7. [***].

1.8. [***].

1.9. [***].

1.10. [***].

2. Architecture Standards and Descriptors

2.1. [***].

2.2. [***].

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Exhibit H-1:

2Ku System Definition Document (SDD)

1. Scope.

This Exhibit H-1 shall provide a high-level overview of the System functions for the airborne and terrestrial systems. If more detail is needed, please refer to Section 2 of this Exhibit H-1. The goal of the Exhibit H-1 is to inform a technical audience of primary functions and their relative locations within the System.

2. Applicable Documents.

The documents in this Exhibit H-1 form a part of this specification to the extent specified herein. Unless a specific issue or revision is listed, the referenced documents shall be of that issue or revision in effect on the date of this specification. Except for mandatory changes required by applicable law, in the event of a conflict between the documents referenced and the contents of this specification, the contents of this specification shall apply.

3. Government Documents.

Gogo shall follow all applicable regulations necessary for STC approval, and shall provide all documentation necessary for the approval of the STC, including approvals to be granted by the FAA, ANAC, ANATEL, INFRAERO and any other government and non-government authorities as necessary. Gogo shall also obtain the necessary approvals from the FCC and other telecommunications authorities, as required and applicable.

4. Acronyms, Conventions and Glossary.

AAA Authentication, Authorization, and Accounting

ABS Aircell Broadband Services

AC Advisory Circular

ACPU-2 ABS Control Processor Unit 2nd Generation

ANSI American National Standards Institute

ARINC Aeronautical Radio Inc.

BTS Base Transceiver Station

BUC Block Up Converter

CALEA Communications Assistance for Law Enforcement Act

CFR Code of Federal Regulations

CLI Command Line Interface

CSMA/CD Carrier sense multiple access with collision detection

CWAP Cabin Wireless Access Point

DHCP Dynamic Host Configuration Protocol

ESD Electrostatic Discharge

FAA Federal Aviation Administration

FAR Federal Aviation Regulations

FMU Fuselage Mounted Unit

GB Giga Byte

GHz Giga Hertz

HALT Highly Accelerated Life Testing

HTTP Hyper Text Transfer Protocol

HPA High Power Amplifier

Hz Hertz

IEEE Institute of Electrical and Electronics Engineers

IPC The Institute for Interconnecting and Packaging Electronic Circuits

IPv4 Internet Protocol version 4

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IPv6 Internet Protocol version 6

KANDU Ku-band Aircraft Networking Data Unit

KRFU Ku-band Radio Frequency Unit

Ku Band is primarily used for satellite communications (12-18 Ghz)

LED Light Emitting Diode

LRU Line Replaceable Unit

MAC Media Access Control

ModMan Modem and Manager

MS Media Server

LAN Local Area Network

MCU Modular Concept Unit

MIB Management Information Base

MIL Military

MTBF Mean Time Between Failures

NOC Network Operations Center

NWAP 802.11n Cabin Wireless Access Point

OAE Outside Antenna Equipment

PPP Point to Point Protocol

PSD Power Spectral Density

PSTN Public Switched Telephone Network

QoS Quality of Service

RFC Request For Comment

RH Relative Humidity

RMS Root Mean Squared

RTCA Radio Technical Commission for Aeronautics

SNMP Simple Network Management Protocol

SSPA Solid State Power Amplifier

TBD To Be Determined

TFTP Trivial File Transfer Protocol

TPED Transmitting Personal Electronic Device

USB Universal Serial Bus

VAC Volts Alternating Current

VDC Volts Direct Current

VGA Video Graphics Array

VICTS Variable Inclination Continuous Transverse Stub (antenna)

VLAN Virtual LAN

WAP Wireless Access Point

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System Design

Network Architecture

[***].

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Network Overview

[***].Aircraft Architecture Overview

[***].ACPU-2

[***].

Cockpit Switch

[***].

acWAP

[***].

802.11 and PCS Antennas

[***].

KANDU

[***].

ModMan

[***].

KRFU

[***].

Rx Antenna / Tx Antenna

[***].

Radome

[***].

SAVCL:

[***].

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[***].ACPU

[***].

AACU

[***].

CWAP (or WAP)

[***].

Cabin 802.11 and Flight Deck Handsets (where applicable)

[***].

ATG EV-DO Antennas

[***].

Terrestrial EV-DO and GPS Antenna

[***].

802.11 Antenna

[***]Exhibit H-3:

ATG4 System Definition Document (SDD)

Introduction

[***].

Gogo Terrestrial Network Overview

1. [***].

Gogo Airborne Subsystem Overview

[***].

ACPU

[***].

AACU

[***].

ATG4000

[***].

CWAP (or WAP)

[***].

Cabin and Flight Deck Handsets (where applicable)

[***].

ATG EV-DO Antennas (ATG Antennas)

[***].

Terrestrial EV-DO Antenna (TM Antenna)

[***].

802.11 Antenna

[***].

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Aircraft IP Network Design

[***].

WAP Radio and Antenna Design Principles

[***].

Gogo Airborne Subsystem Flight Cycle

[***].

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Exhibit I:

Portal, Advertising, Content Management and Marketing Activities

This Exhibit I describes the Portal guidelines and the Portal-related operational responsibilities of both American and Gogo. [***].

1. PORTAL REQUIREMENTS UNDER ALL MODELS

1.1. WHITELISTED SITES

[***].

Table I-1

[***]

1.2. PORTAL CONTENT MANAGEMENT:

[***].

The Portal management changes set forth in this Section 1.2 of Exhibit I will be consolidated together and carried out per the change frequency noted in the table. [***].

[***].

1.3. AMERICAN AND GOGO MARKS

Rights in Marks. Gogo acknowledges that the American Marks shown on xxxxx.xx.xxx are the property of American and the only Marks owned by American that may be used by Gogo in marketing and promoting, and that upon expiration or termination of this Agreement, Gogo will immediately cease use of such Marks. American acknowledges that the Gogo Marks to be provided to American from time to time are the property of Gogo and the only Marks owned by Gogo that may be used by American in marketing and promoting Gogo Services and that upon expiration or termination of this Agreement, American will immediately cease use of such Marks. From time to time, American will provide Gogo with limited access to the American’s Xxxxx.xx.xxx web site to obtain digital renditions of the American Marks. Except as expressly set forth in the Agreement, no right, property, license, permission or interest of any kind in or to the Marks owned by either Party is or is intended to be given or transferred to or acquired by the other Party by the execution, performance or non-performance of this Agreement or any part hereof.

Each Party agrees that it shall in no way contest or deny the validity of, or the right or title of the other Party in or to its Marks, and shall not encourage or assist others, directly or indirectly, to do so during the Term and thereafter. Neither Party will take actions that are adverse to the other Party’s ownership rights in or to its Marks, nor shall either Party intentionally utilize the other Party’s Marks in any manner that would diminish their value or harm the reputation of the other Party. Neither Party shall use or register any domain name that is identical to or confusingly similar to any of the other Party’s Marks.

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In addition, each Party agrees that it shall not intentionally, without the other Party’s prior written approval: (i) alter the other Party’s Marks in any way; (ii) use any partial Marks of the other Party or fragments thereof; (iii) display the other Party’s Marks without the appropriate trademark designation, as specified by the other Party; (iv) superimpose any image or content upon the other Party’s Marks; or (v) purchase, use or register any domain names or keywords or search terms that are identical or similar to, or contain (in whole or in part), any of the other Party’s Marks.

1.4. Approval of Promotional Materials; Graphics Standards. Each Party shall submit to the other Party for review and approval, at least [***] prior to publication or use, the portion of any and all artwork, scripts, copy, advertising, promotional materials, direct mail, press releases, newsletters or other communications or any other publicity published or distributed by the first Party (or at its direction or authorization) that uses any trademark, service xxxx, logo or trade name of the other Party or any of its Affiliates (other than any text-only non-stylized names). All such promotional materials shall follow the style guidelines of the applicable Party, including any requirements for disclaimers or tag lines indicating registered trademarks, and each Party may modify its style guidelines from time to time in its sole discretion. The Party from whom approval is requested will respond to the requesting Party within [***] days of the request, and approval with respect to uses of American Marks may be withheld in the sole discretion of American.

1.5. DEFINITIONS

1.5.1. [***].

1.5.2. [***].

1.5.3. [***].

1.5.4. [***].

1.5.5. [***].

1.5.6. [***].

1.5.7. [***].

1.5.8. “Internal Portal Page” means any Portal page excluding the Splash Page[***].

1.5.9. “Media Rate Card” is a [***].

1.5.10. [***].

1.5.11. [***].

1.5.12. “Splash Page”: the initial Internet user page which is displayed when a passenger’s PED senses the availability of Internet connectivity on a Retrofit A/C. This page contains advertising and general airline information and provides a link to the Purchase Path Page. The Splash Pages will indicate the service provider. [***].

1.5.13. [***].

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2. Phase 1: PORTAL REQUIREMENTS [***]

2.1. GENERAL

This Section 2 of Exhibit I sets forth the agreement of the Parties with respect to the Portal and related operational activities [***].

2.2. CERTAIN GOGO OBLIGATIONS.

2.2.1. Advertising. Gogo will seek and establish relationships with Gogo Advertisers and Content providers, negotiate fees and Content, collect and analyze User activity related to ads, and collect revenues for Gogo Advertiser ads.

2.2.2. Format and Management of Content and Ads. Gogo will format ads for display on the Portal and manage the Content in cooperation with American.

2.2.3. Hosting and Infrastructure. Gogo will be solely responsible for hosting the database used to store, deliver and track impressions and click-throughs of ads and other Content. Gogo will have the right to outsource such services to a service provider. [***].

2.2.4. Reporting. At the conclusion of the ad campaign, Gogo will provide a report to American containing statistics reasonably relevant to establishing: ([***].

2.2.5. Approvals. Gogo will use reasonable efforts to promptly review any matters submitted to it for approval. Gogo’s approval will not be unreasonably withheld, delayed or conditioned. Except as otherwise provided herein, [***]. Gogo will work with American to seek approval for ads it negotiates for the Portal. With respect to advertising on the Portal, Gogo will notify American prior to engaging advertisers listed in the American preferred partners list, which has been provided to Gogo prior to the Effective Date and will be updated in writing from time to time.

2.3. CERTAIN AMERICAN OBLIGATIONS.

2.3.1. Advertiser and Content Provider Relations. American will seek and establish relationships with American Advertisers and Content providers, negotiate fees and Content, and collect revenues for American Advertiser ads.

2.3.2. Technical Support. American will [***] make available to Gogo reasonable and appropriate resources of American (or its Affiliates) or its contractors for consultation and design and integration of Content and ads into the Portal. American will deliver any Content and ads sourced by American to Gogo in the formats reasonably designated by Gogo.

2.3.3. Reporting. At the conclusion of the ad campaign, American will provide a report to Gogo containing information reasonably relevant to [***].

2.3.4. Approvals. American will work with Gogo to seek approval for ads it negotiates for the Portal. American will use reasonable efforts to promptly review any matters submitted to it for approval. Except as otherwise expressly provided herein, any American approval will not be unreasonably withheld, delayed or conditioned.

2.4. DISPLAY OF CONTENT AND ADS.

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2.4.1. Splash Page. This Section applies to the Splash Page only.

2.4.2. American Sections. Subject to the terms of this Exhibit I and the Agreement, American will have the right to designate the Content or ads that appear in the American sections of the Splash Page. In the event that American wishes to refresh or change any such Content or ads, American will provide [***] advance notice to Gogo. American will not include any high-bandwidth ads or Content (e.g., audio streaming, video streaming, flash-based ads or Content, or Java-based ads or Content) in the American sections without Gogo’s prior written consent. Additionally, American will have the right to designate the Content or ads that appear in the American sections of the Internal Portal Pages.

2.4.3. Style Guidelines. Each of American and Gogo will adhere to the style guidelines for the other Party’s Marks as described in Section 1.4 of this Exhibit I.

2.4.4. Prohibited Material. Each of American and Gogo will not knowingly provide or display any ads that include any Prohibited Material, and will take reasonable efforts to not include on the Portal any Content that contains Prohibited Material. American and Gogo will have the right to propose reasonable additions to the Prohibited Materials description, by providing written notice of such proposed additions to the other Party; the other Party will have the right to approve such proposed additions (provided that approval will not be unreasonably withheld), and the other Party will use reasonable efforts to comply (as described in this Section 2.4.4 of Exhibit I) with the newly approved description as soon as reasonably possible, but in no case in more than [***].

2.4.5. Content Partners. Gogo will not include Content on the Portal from a Content partner without American’s prior approval of the partner. Gogo will request American’s approval of a proposed new Content partner to American no less than [***] prior to proposed date of inclusion of such Content. No later than [***] following its receipt of such request, American will notify Gogo whether the proposed Content partner is acceptable.

2.4.6. Remedies. If there is Prohibited Material in an ad or Content on the Portal, American may notify Gogo of same. To the extent Gogo discovers or is notified of any Prohibited Material appearing on the Portal, Gogo will, subject to the last sentence of Section 2.4.4 of this Exhibit I, expeditiously remove or block such Prohibited Material.

2.5. PORTAL ADVERTISING.

2.5.1. [***].

2.5.2. [***].

2.5.3. [***].

2.5.4. [***].

2.6. MARKETING/PUBLIC RELATIONS ACTIVITIES.

2.6.1. Independent Activities. In addition to the joint activities described in Section 8.1 of the Agreement, American or Gogo may conduct such independent marketing activities as it elects in its sole discretion; provided, however, that (i)

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such Party’s marketing materials do not contain Prohibited Material, (ii) such Party complies with Section 8 of the Agreement and this Exhibit I, and (iii) in the event that Gogo obtains information about a User from such User’s registration on a Retrofit A/C and such User has not logged in on another airline or provided information to Gogo through another source, Gogo will not, without the express written approval of American, use such information for any solicitation that refers to any airline other than American by name. The Parties will exchange reports regarding their independent marketing activities at such times and in such formats as they agree upon.

2.6.2. Notice. For any promotion that expressly references the other Party, or may otherwise impact the other Party, the promoting Party shall provide sufficient notice in writing to the other Party.

2.7. AMERICAN’S MARKETING CHANNELS.

2.7.1. Other Marketing. [***].

2.7.2. American’s Promotion of Gogo. American will provide, [***], marketing support as American may so deem necessary to promote Gogo Services on Retrofit A/C, which shall be solely through American’s advertising channels and subject to American’s terms and conditions.

2.8. DISPUTE RESOLUTION UNDER THIS EXHIBIT. If a provision in this Exhibit I provides that the Parties will work together or will agree on a certain question, the Parties will negotiate in good faith to resolve any disputes. If the Parties cannot come to agreement regarding any disputes under this Exhibit I, the dispute will be resolved in accordance with the dispute resolution provisions in Section 25.5 of the Agreement.

3. PHASE 2: PORTAL REQUIREMENTS [***]

3.1. General

This Section 3 of Exhibit I sets forth the agreement of the Parties with respect to the Portal and related operational activities [***]. The Parties agree that success of the Connectivity Services will be dependent on creating passenger awareness of the Connectivity Services on Retrofit A/C. [***]. The specific roles and responsibilities related to each marketing function are set forth in this Section 3 of Exhibit I.

3.2. Advertisements

3.2.1. [***].

3.2.2. Gogo shall be responsible for the technical integration of advertisements into the Portal and Splash Page. If American sells advertisements, [***]. If Gogo sells advertisements, [***]. Any other advertising services beyond technical integration provided by Gogo and not included in Section 2.5.3 of this Exhibit I will be quoted separately and mutually agreed upon by the Parties. On Retrofit A/C equipped with the ATG Solution or ATG4 Solution, whitelisted sites may be limited if the Parties reasonably believe that such sites may adversely impact the network and the customer experience. [***]. The Purchase Path Pages will not contain any Gogo advertisements, opt-in links (except as required by applicable law or as otherwise necessary to fulfill Gogo’s obligations under this Agreement) or customer solicitations. For the avoidance of doubt, Gogo shall notify American if Gogo believes any opt-in links are necessary and shall obtain American’s

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consent prior to placing any such links on the Portal or Purchase Path Pages, which consent shall not be unreasonably withheld. American reserves the right to place advertisements, opt-in links or customer solicitations on the Purchase Path Pages, Splash Pages and Portal pages. Notwithstanding the previous sentence, if Gogo reasonably believes that advertisements or other such solicitations on the Purchase Path Pages are creating a barrier to Users in purchasing a session, then the Parties will meet to discuss and work together in good faith to find a way to remedy such barrier.

3.3. Promotions/Sponsorship

Promotions and Sponsorships are limited duration offers such as free or reduced rate Internet access. American may offer promotions based on time period, routes, specific audiences, flight segments, applications or other factors. Joint Sponsorships suggested by either Party will be considered by American and subject to regulatory requirements. Promotional price changes may be addressed via vouchers/promotion codes, Portal changes or any other methods as the Parties agree. When applicable, Gogo will provide American with a range of voucher/promotion codes/numbers. American can then utilize such vouchers/promotion codes/numbers for offering its promotions or discounts to its passengers over a specified period of time. American reserves all rights to change and/or modify the elements regarding promotions and Sponsorships.

3.4. Branding, Splash Page and Purchase Path Pages

Branding, including formatting, design, content, logos and product name are the responsibility of American. Terms and conditions related to rights in trademarks, logos and Content are described more fully in Sections 1.3, 2.2, 2.3 and 2.4 of this Exhibit I. The Splash Page design will be at the discretion of American. Subject to the following, the design of the Purchase Path Page will be branded for American. The goal is to provide American maximum area for its branding. Gogo shall adhere to American branding guidelines in design and implementation of Portal pages, based on commercially and technically reasonable terms. In the event American requests changes to the Splash Page or Purchase Path Pages that require material development or resources, then such terms will be outlined and agreed in detail in an SOW.

3.5. Bundling and Merchandising

Bundling and merchandising refers to the combining and advertising of multiple American products as defined by American including, but not limited to, the purchase of Gogo provided in-flight Internet access, early boarding passes, upgrades and similar products at xx.xxx (i.e., pre-sale transactions). Gogo will work collaboratively with American to establish and improve processes related to electronic sales of Internet access. In the event supporting American’s processes require material development or resources, such terms will be outlined and agreed in detail in an SOW.

3.6. Pricing Control

[***]. If requested by American, Gogo will make a good faith, reasonable effort to develop and implement additional and/or different pricing structures above and beyond price and rule changes, as outlined and agreed in detail in an SOW.

3.7. [***]

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The Parties will determine whether to [***] and if so, will work in good faith to implement such agreed solutions. The rules for the expiration of the [***] will be mutually agreed by the Parties.

3.8. Roaming Partnership

Gogo will continue to work directly with roaming partners on pricing and roaming agreements. Gogo will be responsible for negotiations with the roaming partner, and Gogo will manage the relationships, activity and invoicing as well as remitting the applicable payments to American as noted in Section 3.7 of Exhibit D. American may suggest additional potential roaming partners to be enabled, in which case Gogo shall make commercially reasonable efforts to enter into roaming agreements with such potential roaming partners. In the event such additional relationships are enabled, then as between Gogo and American, such relationships will fall under the same business model as the existing relationships.

In the event American requests to take responsibility for the integration and maintenance of the roaming relationships, American shall provide at least [***] written notice of such decision prior to the cutover. Gogo will provide reasonable assistance in facilitating the cutover.

American Airlines, Inc. and Gogo LLC

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Exhibit J:

Service Level Agreement (SLA)

This Exhibit J represents service levels for all Technology Types, while specific service levels are set forth in Exhibit J-1 for the 2Ku Solution and Exhibit J-2 for the ATG Solution and the ATG4 Solution. As improvements are made to the ATG Solution and ATG4 Solution architecture (i.e., Next Gen ATG), Gogo shall improve the SLA metrics and reporting requirements associated with such improved architecture.

1. General Requirements:

a. Exhibits J, J-1 and J-2 set forth the service levels and other related obligations for the Connectivity Services, Wireless Entertainment and [***] for each Technology Type.

b. Gogo will make adjustments to the System, including bandwidth/capacity, as necessary, to meet and/or exceed the SLA metrics set forth in this Exhibit J.

2. Service Availability Process

a. In the event there are new protocols to measure network availability, Gogo and/or American shall propose those methods for consideration.

b. [***].

c. [***].

d. [***].

3. Interruption of Service

a. Change Management

i. [***]

ii. Gogo agrees to provide a change management notification process that includes the following fields:

1. [***]

a. [***]

i. [***]

ii. [***]

b. [***]

c. [***]

2. [***]

a. [***]

b. [***]

c. [***]

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d. [***]

e. [***]

f. [***]

g. [***]

b. Satellite Out of Service

i. [***].

4. Customer Care

During the Term, Gogo shall provide problem management and customer care services to American as set forth in this Section 4 of Exhibit J:

a. Problem Management Definitions

[***]

b. American Customer Care

i. [***].

ii. [***]

1. [***].

iii. [***].

iv. [***].

c. Problem Definition and Resolution

i. [***].

ii. [***]

Note: Response times are calculated from the time of notification.

d. [***]

i. [***].

ii. [***].

iii. [***]:

1. [***].

2. [***].

e. User Care

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i. The goal of good customer care is to ensure customer goodwill and repeated use of the Connectivity Services, Wireless Entertainment and [***].

ii. From the Purchase Path Page, Users will also have access to the following information:

1. [***]

2. [***]

3. [***]

4. [***]

f. Service Levels to Customer Requests

[***]

5. Definitions

a. “Downtime” is defined as unexpected, or unscheduled, downtime or times when the service is expected to be available and is not.

b. [***].

c. “Service Availability” is defined as the time that the network and system(s) are expected to be operational and available, taking into consideration the applicable Exclusions for each Technology Type.

d. [***].

e. [***].

f. [***].

American Airlines, Inc. and Gogo LLC

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Xxxxxxx X-0:

Service Level Agreement (SLA) for 2Ku Solution

This Exhibit J-1 sets forth the capacity modeling and planning, service levels and Exclusions for the 2Ku Solution.

1. Capacity Modeling and Planning

Gogo shall monitor the network in order to ensure that SLA metrics are achieved. Gogo shall utilize a number of processes that are intended to deliver a high level of customer satisfaction.

a. Capacity and Utilization: Satellite and Ground Infrastructure

[***].

b. Network Capacity Measurement and Reporting

i. [***].

ii. [***].

iii. [***].

iv. [***]

1. [***];

2. [***]; and

3. [***].

c. User Bandwidth Consumption Measurement

i. [***].

ii. [***]

1. [***];

2. [***]; and

3. [***].

iii. [***].

d. [***]

i. [***];

ii. [***]; and

iii. [***]

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e. Network Capacity Evaluation, Satellite and Ground Network

i. [***].

f. Capacity Planning

i. [***]

1. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

7. [***]

2. Service Levels

a. Availability

i. [***].

ii. [***].

iii. [***].

iv. [***]

b. Associated Remedies

i. [***].

ii. [***].

c. Data Rate Guarantees

i. [***]

1. [***]

a. [***]

b. [***]

2. [***]

a. [***]

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b. [***]

ii. [***]

1. [***]

2. “ARPA” means average revenue per aircraft and, for any Measurement Period, is calculated solely with respect to the 2Ku Fleet and equals: (A) the sum of (i) Connectivity Revenue generated during such period net of Connectivity Revenue Share and Affiliate Fees paid or payable by Gogo to American during such period and (ii) per-session fees paid or payable by American to Gogo for Connectivity Services during such period, divided by (B) the average number of Retrofit A/C in the 2Ku Fleet on which Connectivity Service is provided during such period (expressed as an average of the month-end Retrofit A/C online count for each month in such period).

3. “Baseline Period” means [***]

4. “Measurement Period” means [***]

5. [***].

iii. [***].

iv. [***].

v. [***].

vi. [***].

vii. [***].

d. Associated Remedies

i. [***]

ii. [***]

e. [***]

i. [***]

ii. [***]

3. Wireless Entertainment SLA for the 2Ku Solution

Wireless Entertainment includes all components required to allow a User to stream video media contained on the server. This includes the server, all video-specific processes running on the server and the CWAPs. [***].

a. Wireless Entertainment Availability Metrics

i. [***].

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ii. [***]

iii. [***].

iv. [***].

b. Wireless Entertainment Service Availability Remedies: [***]

i. [***]

1. [***]

2. [***]

c. Video Content

[***].

i. [***].

1. [***].

2. [***].

ii. [***].

iii. [***].

1. [***].

2. [***].

d. Wireless Entertainment Server Health

[***].

i. [***].

ii. [***]

iii. [***]

4. Exclusions for the 2Ku Solution

[***].

i. [***].

ii. [***].

iii. [***].

iv. [***].

v. [***].

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vi. [***].

5. SLA for [***]

[***]

[***]

American Airlines, Inc. and Gogo LLC

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Xxxxxxx X-0:

Service Level Agreement (SLA) for ATG Solution and ATG4 Solution

This Exhibit J-2 sets forth the Service Availability, System performance guarantee, background and excess capacity capability, bandwidth and performance guarantees, network latency and metric, packet loss and metric and Exclusions for the ATG Solution and ATG4 Solution.

1. Service Availability Commitment

Gogo shall ensure that the service, network and systems are up and available as set forth in this Exhibit J-2.

Service Availability includes the end-to-end network and system(s) that support data communications to and from the Retrofit A/C, which includes, but are not limited to: a) the WAPs on the Retrofit A/C, b) the ATG Solution and ATG4 Solution base-stations, towers and antennas, c) the terrestrial backbone and ground-based infrastructure, and e) Gogo’s NOC, up to the ingress/egress gateway(s) to the Internet. Service Availability does not include the Internet or PSTN.

a. Service Availability is measured using a hybrid model that consists of a “Fleet Model” and an “Aircraft Model.”

i. [***]

–     [***]

ii. [***]

1. [***].

2. [***].

3. [***].

4. [***].

5. [***].

6. [***].

7. [***].

8. [***].

iii. [***].

iv. [***]

[***].

v. [***]

[***].Table J-1

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[***]

vi. [***]

1. [***]

2. [***].

3. [***].

4. [***].

2. System Performance Guarantee

a. [***]

b. [***]

c. [***]

3. Background and Excess Capacity Capability

a. [***]

b. [***]

4. Bandwidth and Performance

Bandwidth and performance guarantees ensure that Gogo is meeting commitments related to system performance and customer experience. The following parameters are measured and reported per Retrofit A/C/tail number:

a. Measureable parameters for Internet access

i. [***]

ii. [***]

iii. [***]

b. Process

5. [***]Network Latency and Metric

[***]

a.

Table J-2

[***]

6. Packet Loss and Metric

a. [***]

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b. [***]

Table J-3

[***]

c. Packet Loss Performance Remedy

Table J-4 of this Exhibit J-2 provides the amount due to American in the event system performance guarantee service levels are not met.

[***]

d. Remedy Payments for Missed Performance Guarantees Service Availability

In the event that the performance guarantees are not maintained based on the metrics set forth in Section 4 of this Exhibit J-2, remedies shall be provided or settled between American and Gogo as agreed to in the Agreement.

7. Wireless Entertainment SLA for the ATG Solution and ATG4 Solution

Wireless Entertainment includes all components required to allow a User to stream video media contained on the server. This includes the server, all video-specific processes running on the server and the CWAPs.

a. [***]

i. [***].

b. [***]

c. [***].

d. The number of functional CWAPs required depends upon the number of CWAPs equipped on the A/C as shown below.

[***]

e. [***].

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i. [***]

1. [***]

2. Wireless Entertainment MSF is as set forth in Section 2.2.3 of Exhibit D.

[***]

f. Video Content

The metrics in this Section 7(f) of Exhibit J-2 pertain to the timeliness of updates and completeness of the media files contained on the Wireless Entertainment server.

i. [***].

1. [***].

2. [***].

ii. Wireless Entertainment library content means the total number of titles per tail. [***].

iii. [***].

1. [***].

2. [***].

g. Wireless Entertainment Server Health

The Wireless Entertainment server holds all Video Content and the processes which run on the server used to serve up the Video Content.

i. [***].

ii. [***]

iii. [***].

8. Exclusions for the ATG Solution and ATG4 Solution

[***].

9. [***]Exclusions for Wireless Entertainment

a. [***].

American Airlines, Inc. and Gogo LLC

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Exhibit K:

2Ku Usage Reports1

1. General:

1.1. All reporting shall be subject to any restrictions imposed by applicable law and the Parties’ customer privacy policies, as applicable.

1.2. Gogo shall provide American visibility into the status and performance of Gogo Services using Dashboards supported by live, near real-time and periodic reports. For the avoidance of doubt, some or all of the reports to be provided by Gogo described herein require information to be provided by American pursuant to Section 10.6 of the Agreement. Gogo’s standard Dashboards and reports include the following categories of information:

[***]

2. Definitions

2.1. Dashboard: A “Dashboard” is a data visualization tool that displays the current status of key Gogo Service performance indicators. Dashboards shall include map-based, graphical or tabulated information. Reports shall be delivered through the Dashboard or via file share for less-frequently delivered data.

2.2. Periodic Report: Periodic reports shall include tabulated or graphical information related to the Gogo Services. Each report will pertain to a specific period of performance. Reports shall be made available to authorized American users online through Gogo’s online portal or via email.

3. Connectivity Reporting

3.1. Connectivity: Gogo shall provide American access to mutually agreed ad-hoc reports related to Connectivity Services and other operational services including categories marked “Comply” in the Appendix D of the Compliance Matrix and other reports as agreed.

3.1.1. Exclusions: [***].

3.1.2. Maintenance: [***].

3.2. Service Availability reporting via the Service Availability and performance analytics tool:

3.2.1. [***].

3.2.2. [***].

3.2.3. [***].

4. Reporting Requirements

4.1. Online reports and Dashboards will be browser based. These will primarily be designed for consumption on desktops/laptops, but may be accessed from Internet-enabled smaller/handheld devices.

1  Usage Reports for ATG and ATG4 aircraft and flights will be delivered as are currently delivered prior to execution of this Agreement as referenced in in Section 11.3 of the Agreement.

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4.2. Online reports and Dashboards shall be available to American’s authorized users only. Gogo will implement reasonable security/access control mechanisms including sign-in with a username/password, periodic reset of password, etc.

4.3. Online reports and Dashboards shall provide drill-down capability as needed.

4.4. Reports shall be auditable and exportable in various industry standard formats, including, PDF, CSV, Excel, etc.

4.5. Any changes requested to Dashboards or reports will follow the MCP process outlined in Section 3.3.6 of the Agreement.

5. Wireless Entertainment Dashboard

General. Wireless Entertainment Dashboard: [***]

5.1. [***].

5.2. [***]

5.2.1. [***]

5.2.2. [***]

5.2.3. [***]

5.2.4. [***]

5.2.5. [***]

5.2.6. [***]

5.2.7. [***]

5.2.8. [***]

American Airlines, Inc. and Gogo LLC

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Exhibit L:

Wireless Entertainment

This Exhibit L is intended to set forth the Parties’ respective rights and obligations with respect to Wireless Entertainment. For the avoidance of doubt, except where the context of the Agreement otherwise requires, the equipment, software and services described herein shall constitute Equipment, Software and Wireless Entertainment, respectively, as such terms are defined in the Agreement.

1. Scope

Wireless Entertainment shall provide wireless access to American’s onboard Video Content library enabling wireless streaming entertainment services on passenger devices on Retrofit A/C. Wireless Entertainment consists of [***].

2. Features and Functionalities

[***].

[***].

[***].

[***].

[***].

[***].

[***].

[***].

[***].

3. Content Ingestion and DRM Service

Gogo will provide the following services to support Video Content ingestion and DRM services:

Content Ingestion:

[***].

4. American’s Content Responsibilities:

[***].

[***].

[***].

[***].

[***].

[***].

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5. Gogo’s Content Responsibilities

[***].

[***].

6. [***]

[***].

[***].

Figure L-1.

[***]

American Airlines, Inc. and Gogo LLC

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Exhibit M:

Subscriptions and Single Sign-on Common Portal

1. Subscriptions

1.1. [***].

1.2. [***].

1.3. [***].

1.4. [***].

1.5. [***].

1.6. Pricing as it relates to this Section 1 is outlined in Section 3.6 of Exhibit D.

2. [***]

2.1. [***].

2.2. [***]

2.2.1. [***].

2.2.2. [***].

2.2.3. [***].

2.3. [***]

2.3.1. [***].

2.3.2. [***].

2.3.3. [***].

2.3.4. [***].

2.3.5. [***].

2.3.6. [***].

2.4. [***].

American Airlines, Inc. and Gogo LLC

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Exhibit N:

Services and Pricing for American Operational Use

Gogo has granted American access to Gogo’s Air-to-Ground link and the satellite link (individually, a “Link” and collectively, the “Links”) for the purposes of enabling airline business applications. Gogo will work with American to define and implement such airline business applications as American desires to enable over either or both Links, and to designate whether such applications will be deemed Operational Applications or Other Airline Business Applications (as each term is defined in this Exhibit N). (a) “Operational Applications” means applications that use Passenger Grade Operational Data; (b) “Passenger Grade Operational Data” means operational data, originating from application on an American-owned or issued device, which is integrated by American, and will have the same priority and be at least as secure as general passenger use of the Internet and will be entitled to the same network performance, use profile and reliability as such general use; and (c) “Other Airline Business Applications” means applications that may require increased levels of security, reliability, priority, integration, hosting, support, performance or use profile beyond Passenger Grade Operational Data, including any machine-to-machine transmissions.

Operational Applications are subject to the associated [***] charge set forth in Section 3.1 of Exhibit D. In the event any additional work is required to develop and implement an Operational Application, the Parties will negotiate in good faith and develop an SOW, if necessary. [***].

[***]

In the event that American notifies Gogo that it wishes to use either Link for additional Other Airline Business Applications, American and Gogo will negotiate in good faith and reflect in an SOW: (i) the desired operating and performance characteristics of the application, (ii) the integration services to be provided by Gogo in connection with such application, (iii) the price to be charged by Gogo for such integration service, and (iv) such other terms specific to such applications as the Parties agree upon.

Gogo will work with American and/or third-party providers in good faith to integrate and test, to the extent necessary, Other Airline Business Applications on a timely basis. For the avoidance of doubt, Gogo will not be obligated to increase the certification level of the System. If the normal operation of the System would be negatively affected by the integration of any airline business application under this Agreement, American and Gogo will work together in good faith to ensure that such conflicts are resolved.

In addition to the integration and testing described above, either Gogo or American may develop, independently, jointly or with third parties, airline business applications that may be enabled over the Link(s), although neither Party has any obligation to do so. [***].

Gogo represents and warrants that the Links will have the ability to prioritize data transfer. American and Gogo will work together in good faith to assign priorities that meet American’s business requirements without (except as required for safety or medical emergencies) negatively impacting the passenger connectivity experience or Gogo’s ability to meet its service level obligations set forth in any applicable SLA described in Exhibit J. Gogo will use commercially reasonable efforts to ensure that the delivery of data over the Links is consistent with the agreed-upon priority levels. If the priorities requested by American could impair Gogo’s ability to meet its obligations under the applicable SLA, Gogo will, upon American’s request, work in good faith with American to revise the applicable SLA; provided, however, that nothing in this Exhibit N or the Agreement will require Gogo to agree to or implement any prioritization of airline business applications that, in Gogo’s reasonable judgment, could negatively impact the reputation of the Gogo brand or Gogo’s ability to meet its obligations under service level agreements with other airlines.

American Airlines, Inc. and Gogo LLC

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In the event that Gogo or American enters into a contract with a third party for airline business applications, the contracting Party will ensure the third party is in compliance with all applicable laws, rules, regulations and certifications. Gogo’s and American’s obligations with regard to compliance are outlined in Sections 9.5 and 10.3, respectively, of the Agreement.

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

N-2

Exhibit O

[RESERVED]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

O-1

Exhibit P:

Change Request Form

		Master Change Proposal (MCP)		No.
Project
Project Stage
Subject of this MCP
This MCP is initiated by:
Reference Document(s)
Scope:
Assumption:
Work covered by this MCP:
Implementation Plan:
MCP Validation
Non-recurring Costs
		Labor Rate Used: [     ]
		[Work Type]		X		[Labor Hours]		=		$
		[Work Type]		X		[Labor Hours]		=		$
		[Work Type]		X		[Labor Hours]		=		$
		NRE Total								$

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

P-1

Recurring Costs
		Per Shipset		$
		Total Shipsets		$
		Total Recurring		$
Responsibility (%)
		Supplier		%
		American		%
Weight Impact
		Per Shipset
Schedule Impact
If approved MCP is received by [date], the following schedule will apply.
		Work Type
		Work Type
		Time to Perform Change
		Impact to delivery
Service Bulletin:				Yes				No
Will a service bulletin be required?
(If yes) Completion Date
Change on new deliveries?

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

P-2

Approved by Gogo (Vice President)		Accepted by American:
Gogo Signature:		American Signature:
______________________
Date:____________		Date:____________

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

P-3

Exhibit Q:

Coverage and Regulatory Approval for Technology Types

1. Coverage

General coverage is set forth below:

ATG Solution/ATG4 Solution:

[***].

2Ku Solution:

[***].

Gogo is regularly adding new coverage to its 2Ku network. As new satellites are launched and new agreements executed, the map in Section 1.2 of this Exhibit Q will be maintained by Gogo as a representation of its 2Ku coverage and updates will be available to American throughout the Term upon request and with reasonable notice.

1.1. ATG Solution and ATG4 Solution Coverage Area

[***]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-1

1.2. 2Ku Solution Coverage Area

[***]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-2

2. Regulatory Approval

As of the Effective Date, regulatory approval has been obtained according to the maps below for each Technology Type.

2.1. ATG Solution and ATG4 Solution Regulatory Approval

[***]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-3

2.2. 2Ku Solution Regulatory Approval

[***]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-4

Exhibit R:

[***]

[***].    

Gogo Obligations:

[***]

American Obligations:

[***]

Changes in Scope:

[***]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

R-1

Exhibit S:

Charter Services

This Exhibit S addresses certain flight segments on Retrofit A/C on which American provides charter services for certain professional sports teams, personnel, staff and guests, and other organizations, and wishes to provide the Connectivity Services on the terms described below (each, a “Charter Flight”).

1. American Obligations. [***].

2. Gogo Obligations. [***].

3. Pricing and Invoices. [***].

4. Taxes. [***].

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

S-1

Exhibit T

[RESERVED]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

T-1

Exhibit U

[RESERVED]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

U-1

Exhibit V:

Proprietary Rights and Data Security Exhibit

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

V-1

[***].

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

V-2

Appendix 1

[Attached]

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Appendix 1-1

Summary

[***]

1

Table of Contents

Requirements Document Summary

Scope Sections		Owners		Requirement Specifications Description
Summary		[***]		RFP Summary
Xxxxxxxx X0X		[***]		Usage Data Elements
Xxxxxxxx X0X		[***]		Cabin Crew Requirements
Xxxxxxxx X0X		[***]		Marketing Connectivity Functional Requirements
Xxxxxxxx X0X		[***]		Connectivity Graphics
Xxxxxxxx X0X		[***]		A319 & A320 Bandwidth Allocation
Appendix A2D		[***]		B737 Bandwidth Allocation
Appendix A2E		[***]		A321H & A321S Bandwidth Allocation
Xxxxxxxx X0X		[***]		Wireless Entertainment Content Sizing
Appendix A3		[***]		WISP Requirements
Appendix B2		[***]		Engineering Technical Connectivity Specifications
Appendix B3		[***]		BITE Data
Appendix B4		[***]		Certification
Appendix C		[***]		Program Management
Appendix D		[***]		SLA and Reporting
Xxxxxxxx X0		[***]		Core Software Requirements
Xxxxxxxx X0		[***]		IT Connectivity Requirements
Xxxxxxxx X0		[***]		Rack Support
Xxxxxxxx X0		[***]		IT PCI Security
Appendix F1		[***]		Training – Flight Services
Appendix F2		[***]		Maintenance – Training and Spares
Appendix G		[***]		On-Site Representative
Appendix J		[***]		Bidder Capacity Worksheet
Appendix K		[***]		Glossary/Acronyms
Appendix L2D		[***]		A320F Connectivity & Wireless Ent. Antenna Drag and Fuel Burn
Appendix M1		[***]		Connectivity & Wireless Ent. Service Level Availability
Appendix M2		[***]		[***]
Appendix N		[***]		Details of Product Offering
Appendix O		[***]		Technology Roadmap
Appendix P		[***]		Connectivity Coverage & Future Expansion
Appendix R1		[***]		Supported Services
Appendix R2		[***]		Server Specifications (Updated Specs)
Appendix S		[***]		SATCOM Antenna & Radome
Appendix T		[***]		Additional Warranty Details for each product and fleet
Appendix U		[***]		Additional Certification and Design Information
Appendix V		[***]		Additional Reliability Information
Appendix W		[***]		Additional Wireless Entertainment Information

2

Xxxxxxxx X0X

[***]

3

Xxxxxxxx X0X

[***]

4

Xxxxxxxx X0X

[***]

5

Xxxxxxxx X0X

[***]

6

Xxxxxxxx X0X

[***]

7

Xxxxxxxx X0X

[***]

8

Appendix A3

[***]

9

Appendix B2

[***]

10

Appendix B3

[***]

11

Appendix B4

[***]

12

Appendix C

[***]

13

Appendix D

[***]

14

Appendix E1

[***]

15

Appendix E2

[***]

16

Appendix E3

[***]

17

Appendix E3

[***]

18

Xxxxxxxx X0

[***]

19

Appendix F1

[***]

20

Appendix F2

[***]

21

Appendix G

[***]

22

Appendix J

[***]

23

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms
All AA Requirements below should be available by EIS

Item		Definitions		Description
1		Acronyms
2		A/C		Aircraft
3		A/D		Analog-to-digital
4		AA		American Airlines, Inc.
5		AAC		airline administrative communications
6		ABM		Apogee Booster Motor
7		AC		Advisory Circular (FAA publication)
8		AC		Alternating Current
9		ACARS		Aircraft Communications Addressing and Reporting Systems
10		ACARS		airplane communications addressing and reporting system
11		ACARS		ARINC Communication Addressing Reporting System
12		ACAST		Advisory Committee on the Application of Science and Technology to Development (United States)
13		ACC		Antenna Control Console
14		ACD		Automatic Call Distribution
15		ACE		actuator control electronics
16		ACE		Audio Connecting Equipment
17		ACI		Adjacent Channel Interference
18		ACMF		airplane condition monitoring function
19		ACMP		AC-powered electric motor pump
20		ACMS		airplane condition monitoring system
21		ACOS		Attitude and Orbit Control System
22		ACS		Attitude Channel Interference
23		ACTS		Advanced Communication Technology Satellite (USA)
24		ACU		Antenna Control Xxxx
00		AD		Airworthiness Directive
26		AD		Airworthiness Directive
27		ADA		American Disabilities Act
28		ADA		American Disabilities Act
29		ADACS		Attitude Determination and Control System
30		ADB		Area Distribution Box
31		ADCE		Attitude Determination and Control Electronics
32		ADCN		Advanced Drawing Change Notice
33		ADCN		Advanced Drawing Change Notice
34		ADCS		Attitude Determination and Control Subsystem
35		ADF		automatic direction finder
36		ADI		attitude direction indicator
37		ADK		application development kit
38		ADM		air data module
39		ADM		Adaptive Delta Modulation
40		ADPM		Adaptive Differential Pulse Code Modulation
41		ADS		automatic dependent surveillance
42		ADS-B		Automatic Dependent Surveillance – Broadcast
43		AE		American Eagle Airlines
44		AEEC		American Environmental and Engineering Consultants
45		AEG		Aircraft Evaluation Group
46		AF		Audio Frequency
47		AFC		Automatic Frequency Control
48		AFDC		autopilot flight director computer
49		AFDF		autopilot flight director function
50		AFDS		autopilot flight director system
51		AFETR		Air Force Eastern Test Ranges

24

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
52		AFF		auto flight function
53		AFM		airplane flight manual
54		AFN		ATS facilities notification
55		AGC		Automatic Gain Control
56		AGL		above ground level
57		A-H		Amp-House; Ampere Hour
58		AHM		Airplane Health Management
59		AHRU		attitude heading reference units
60		AIAA		American Institute of Aeronautics and Astronautics (USA)
61		AIM		Aeronautical Information Manual
62		AKM		Apogee Kick Motor
63		ALT		Altitude
64		AM		Amplitude Modulation
65		AM		Apogee Motor
66		A-MAC		Type A Multiplexed Analog Components
67		AMF		Apogee Motor Firing
68		AMI		airline-modifiable information
69		AMM		Aircraft Maintenance Manual
70		AMM		Airport Moving Map
71		AMR		AMR Corporation, parent company of American Airlines, Inc.
72		AMS		Attitude Measurements Sensor
73		AMSS		Aeronautical Mobile Satellite Service
74		AMT		Aviation Maintenance Technician
75		ANC		Automatic Nutation Control
76		ANP		actual navigation Path
77		ANSI		American National Standards Institute
78		ANTEL		Administration Nacional de Telecomunicaciones
79		AOA		ACARS over avionics / angle of attack
80		AOC		Airline Operational Control
81		AOC		airline operational communications / airline operational control
82		AOD		Audio On Demand
83		AOD		Audio on Demand
00		XXX		Xxxxxxxx Xxxxx Xxxxxx
85		AOS		Attitude and Orbit Control Subsystem
86		AOTS		Advanced Orbital Test Satellite (ESA)
87		APC		Autonomous Payload Controller
88		APC		Adaptive Predictive Coding
89		APCS		Autonomous Payload Control System
90		APD		Avalanche Photodiode Detector
91		APE		Antenna Positioning Electronics
92		APEX		Satellite Network (France)
93		APKS		Amplitude-Phrase- Keyed System
94		APM		aircraft performance monitoring
95		APM		Antenna Positioning Mechanism
96		APS		auxiliary power system
97		APS		Auxiliary Power Supply
98		APU		Auxiliary Power Unit
99		APU		auxiliary power unit
100		ARA		Angular Rate Assembly
101		ARC		Administrative Radio Conference (ITU)
102		ARENTO		Telecommunications Organization (Arab Republic of Egypt)

25

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
103		ARINC		Aeronautical Radio Incorporated
104		ARINC		aeronautical radio Inc.
105		ARINC		Aeronautical Radio Incorporated
106		ARINC		Aeronautical Radio Inc.
107		ARINC		Aeronautical Radio Inc.- Advance Research Projects Agency (USA)
108		ARM		Aircraft Reporting Malfunction
109		ARMS Form		ACARS Reported Maintenance System
110		ARMS form		ACARS Reported Maintenance System
111		ARPA		Advanced Research Projects Agency (USA)
112		ARQ		Automatic Repeat Request
113		ARTI		Arab Regional Telecommunications Xxxxxxxxx
000		XXX		airline service agreement
115		ASA		American Standards Association
000		XXXX		Xxxx Xxxxxx Broadcasting Union
117		ASCIL		American Standard Code for Information Interchange
118		ASCO		Arab Satellite Communications Organization
119		ASEAN		Association of South East Asian Nations
120		ASI		Italian Space Agency
121		ASIN		Action of National Information Systems
122		ASM		application specific module
123		ASO		airline selectable options
124		ASOT		airline selectable options tool
125		ASP		attendant switch panel
126		ASR		Automatic Send and Receive
127		ASTM		American Society of Testing and Materials
128		ASU		Acquisition and Synchronization Xxxx
000		XX		Acceptance Test
130		ATA		Air Transport Association
131		ATA		Air Transport Association
132		ATB		All Trucks Busy
133		ATC		Air Traffic Control
134		ATC		air traffic control
135		ATC		Adaptive Transform Coding
136		ATDA		Augmented Target Docking Adaptor
137		ATG		Air to Ground
138		ATME		Automatic Transmission Measuring Equipment
139		ATN		Aeronautical Telecommunications Network
140		ATN		aeronautical telecommunication network
141		ATOS		Air Transport Oversight System
142		ATP		alerting and transponder control panel
143		ATS		air traffic services
000		XXX		Xxxx Xxxxxxxxxxxxxxxxxx Xxxxx
000		XX		Astronomical Unit
146		AVC-D		audio/video controller—digital
147		AVD		Alternate Voice/Data
148		AVOD		Audio and Video On Demand
149		AZ		Azimuth
000		X		Xxxxxxxx Xxxxx Xxxxxxxx
000		X		Byte (8 bits)
152		B/C		Business Class
153		B/C		Business Class

26

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
000		XXX		Xxxxxxxx Xxxxxx Xxxxxxx (Xxxxxx)
155		BAPTA		Bearing and Power Transfer Assembly
156		BB		Baseband
157		BBC		British Broadcasting Corporation
158		BBC		Block check character
159		BBTM		Beam-to-beam Traffic Matrix
000		XXX		Xxxxxxxx Xxxx
000		XX		battery charger
162		BCD		Binary Coded Decimal
163		BCW		Burst Codewords
164		BDE		Baseband Distribution Equipment
165		BDF		Baseband Distribution Frame
166		BDLC		Bisync Data Link Control
000		XXX		Xxxxxxxx Distribution Unit
168		BEF		Band Elimination Filter
169		BEGSS		Boeing ePlane Ground Support System
170		BER CONT		Bit Error Rate Continuous
171		BET		Boeing equivalent thrust
172		BEX		Broadband Exchange
173		XXXXX		The Israel Telecom Corporation Ltd.
174		BFE		buyer-furnished equipment
175		BFO		Beat Frequency Oscillator
176		BFSK		Binary Frequency Shift Keying
177		BIH		Bureau Internatioanle de l’heure (International Time Bureau)
178		BINR		Basic Intrinsic Noise Ratio
179		BIPM		Bureau International de Poldes et Meaures (International Bureau of Weights and Measures)
180		BIT		Built In Test
181		BIT		Built In Test
182		BITE		built-in test equipment
183		BLD		Binary Load Dump (Spade)
000		XXX		Xxxxx
185		B-MAC		Type B Multiplexed Analog Components
186		XX		Xxxxxxx
187		XXX		Buy-On-Board
188		BOD		Beneficial Occupancy Date
189		BOL		Beginning of Life
190		BONAC		Broadcasting Organization of the Non-Aligned Countries
191		BOS		Back Office System
192		BP		Bandpass
193		BPCU		bus power control units
194		BPF		Bandpass Filter
195		BPI		Bits Per Inch
196		BPS OR BIT/S		Bit Per Second
197		BPSK		Bi-Phrase Shift Keyed
198		BSBD		Baseband
199		BSC		Binary Synchronous Protocol
200		BSFX		Burst Sync Failure (SPADE)
201		BSI		British Standards Institution (UK)
202		BSM		Baseband Switch Matrix
203		BSS		Broadcasting Satellite Service
204		BST		Block the Spade Terminal Command

27

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
205		BSU		Baseband Switching Xxxx
000		BT		British Telecom
207		BTE		Bench Test Equipment
208		BTI		British Telecommunications International (UK)
209		BTR		Bit Time Recovery
210		BTU		British thermal Xxxx
000		XX		Xxxxxxxx Xxxx
000		XXX		Xxxxx Up Converter
213		BUV		Backscatter Ultraviolet
214		BVU		Brightness Value Xxxx
000		XX		Xxxxxxxxx
000		XXX		Xxxxxxxxx Radio
217		C		Celsius; Centigrade, Coulomb
218		C AND DH		Control and Data Handling
219		C/I		Carrier-to-Interference Ratio
220		C/I		Carrier/Interference Ratio
221		C/N		Carrier -to-Noise Ratio
222		C/N		Carrier/Noise Ratio
223		C/NO		Carrier-to-Noise Density
224		C/T		Carrier-to-Temperature Ratio
225		C/T		Carrier/Noise Temperature Ratio
226		CA		Captain
227		CAH		cabin attendant handset
228		CALEA		Commission on Accreditation for Law Enforcement Agencies
229		CAN		controller area network
230		CANTO		Caribbean Association of National Telecommunications Operators
231		CAP		cabin attendant panel
232		CAR		Channel Assignments Record
233		CASSA		Coarse Analog Sum Sensor Assembly
234		CATV		Community Antenna Television
235		CBIC		circuit breaker indication and control
236		CC		Common Carrier
237		CCC		Customer Care Center
238		CCD		cursor control device
239		CCFK		Continuity Check Failute (SPADE)
240		CCFL		Cold Cathode Fluorescent Lamp
241		CCI		Comite Consultatif International (International Consultative Committee)
242		CCIR		Comite Consultatif International de Radio (International Radio Consultative Committee) (ITU)
243		CCIS		US/ATT, Common Channel Interoffice Signaling (USA)
244		CCITT		Comite Consulatif International des Telephones et Telegraphes (International Telephone and Telegraph Consultive Committee (ITU)
245		CCR		common computing resource
246		CCS		common core system
247		CCT		Cabin Control Terminal
248		CCT		Cabin Control Terminal
249		CCT		Continuity Check Transceiver
250		CCTS		Coordinating Committee on Satellite Communications
251		CD		Crystal Detector
252		CDA		Command and Data Acquisition (Station)
253		CDE		Control and Display Equipment
254		CDF		Carrier Distribution Frame
255		CDHP		Command and Data Handling Package

28

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
256		CDL		Configuration Deviation List
257		CDMA		Code Division Multiple Access
258		CDN		common data network
259		CDR		Critical Design Review
260		CDR		Critical Design Review
261		CDU		control display unit
262		CEC		cabin equipment center
263		CEE		Communaute Europeenne Economique (European Economic Community)
264		CENTO		Central Treaty Organization
265		CEPT		European Conference on Postal and Telecommunications Administrations
266		CES		Coast Earth Station (Inamoratas)
267		CETS		European Conference on Satellite Communications
268		CETTEM		Center of Telecommunications for the Third World
000		XXX		Xxxxxxxxx XX
000		XXX		Code of Federal Regulations
271		CFR		Code of Federal Regulations
272		CFRP		carbon fiber reinforced plastic
273		CG		center of gravity
274		CG/MOI		Center of Gravity/Moment of Inertia
275		CGMS		Coordination of Geostationary Meteorological Satellites
276		CGPM		General Conference of Weights and Measures
277		CH		Channel
278		CHU		Channel Unit (Spade)
000		XXX		Xxxxxx Interface Circuit
280		CIC		Cover Integrated Cell
281		CICT		Centre International de Control Technique (International Technical Control Center) (ITCC)
282		CID		Cathode Imaging Detector
283		CIS		crew information system
284		CISPR		International Special Committee on Radio Interference
285		CITE		Cargo Integrated Test Equipment
286		CKR		Receive Bit Clock
287		CKT		Circuit
288		CKT		Transmit Bit Clock
289		CL		cabin lighting
290		CLI		Command-line interface
291		CLK		Clock
292		CLR		Clear
293		C-MAC		Type C Multiplexed Analog Components
294		CMBD		Joint Committee on Circuit Noise and Availability
295		CMCF		central maintenance computing function
296		CMCS		central maintenance computing system
297		CMD		Command
298		CME		Circuit Multiplication Equipment
299		CMEA		Council on Mutual Economic Assistance
300		CMI		Joint International Committee for Tests Relating to the Protection of Telecommunication Lines and Underground Ducts
301		CMI		Crew Management Interface
302		CMO		Certificate Management Office
303		CMOS		Complementary Medal Oxide Semiconductor
304		CMR		Cellular Mobile Radio
305		CMS		central maintenance system
306		CNES		Centre National d’Etudes des Spatiales (France)

29

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
307		CNES		Center National d-Etudes Spatials (French NASA)
308		CNET		Centre National d’Etudes des Telecommunications (France)
309		CNR		Xxxxxxxxx Nazionale Delle Ricerche (Italy)
310		CNR		Carrier/Thermal Noise Ratio
311		CNSS		Center for National Space Study
312		CO		Circuit Order
313		COAX		Coaxial Cable
314		CODEC		Coder-Decoder
315		CODEC		Coder-Decoder
316		COM		Computer Output Microfilm Campanding Compression and Expansion
317		CONG		Congestion Error Control
000		XXXXX		Xxxxxxxxxxx Xxxxxx Xxxxxx (Coverage)
319		CO-ORD		Coordination Channel
320		COP		Communications Operations Plan
000		XX-XXX		Xx-Xxxxxxxxxxxx
322		COPS		Command Operations
323		CoS		Class of Service
324		COSMOS		European Multinational Industrial Consortium
325		COSPAR		Comite Mondial de la Rechereche Spatiale (World Committee on Space Research) (ICSU-UN)
326		COSTED		Committee on Science and Technology in Developing Countries (ICSU-UN)
327		COTS		Commercial Off The Shelf Solution
328		COTS		Commercial Off The Shelf
329		CP		Circular Polarization
330		CPC		Committee for Programs and Coordination of ECOSOC
331		CPCS		cabin pressure control system
332		CPDLC		controller/pilot data link communication
333		CPE		Customer Premises Equipment
334		CPES		Customer Premises Earth Station
335		CPFSK		Continuous Phase Frequency Shift Keying
336		CPS		Cycles per Second
337		CPSK		Coherent Phase Shift Keying
338		CPU		Central Processing Unit
339		CPU		Central Processing Xxxx
000		XX		Xxxxxxx Xxxxxxxx
000		XX XXX X		Command, Ranging, and Telemetry
342		CRAN		Command Receive Antenna
343		CRBW		Xxxxxx Rule Bandwidth
344		CRC		Cyclic Redundancy Code
345		CRD		Critical Review Design
346		CRD		Customer Requirements Document
347		CRES		corrosion resistant steel
000		XXXX		Xxxxxxx Radio Propagation Laboratory
349		CRT		Cathode Ray Tube
350		CRTO		Centre Rigionali (Italy)
351		CRTS		Cellular Radio Telephone Service
000		XXXX		Xxxxxxxxx
353		CSC		Common Signaling Channel Demodulator
354		CSCE		Communications Subsystem Checkout Equipment
000		XXXX		Xxxxxx Signaling Channel Modem
356		CSE		customer-selected equipment
357		CSG		Guiana Space Center (Center Spatial de Guyuanne)

30

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
358		CSM		Communications Systems Monitoring
359		CSM		Commission for Synoptic Meteorology
360		CSME		Communications Systems Monitoring Equipment
361		CSOC		Consolidated Space Operations Center
362		CSP		Content service provider
363		CSS		Cabin Service System
364		CSS		cabin services system
365		CSSB		Companded Xxxxx-Sideband
366		CSU		Constant Speed Unit
367		CSU		Channel Service Xxxx
000		XX		Xxxxxxx Xxxxxx
000		XXX		Xxxxxxxxxxxx Overseas Telecommunications Council
370		CTE		Channel Translating Equipment
371		CTNE		Compania Telephonica National de Espana
372		CVR		cockpit voice recorder
373		XX		Xxxxxxx Wave
374		CW		Continuous Wave
375		CWAP		Cabin Wireless Access Point
376		CXR		Carrier
377		D/C		Downconverter
378		D2-MAC		Type D2 multiplexed analog components
379		DA		Demand Assignment
380		DAA		Data Access Arrangement
381		DAB		Digital Audio Broadcasting
382		DAIT		Demand Assigned International Terminal
383		DAMA		Demand Assignment Multiple Xxxxxx
000		XXXX		Xxxxxx Space Agency
385		DASS		Demand Assignments Signaling and Switching Unit
386		D-ATIS		digital automatic terminal information service
387		DB		Decibel
388		DB/K		Decibels Per Degree Xxxxxx
389		DBH		Diameter at Breast Height
390		DBM		Decibels relative to one Milliwatt
391		DBMO		dBm referred to or measured at a point of zero
392		DBS		Direct Broadcast Satellite
393		DBS-SC-AMW/QM		Double Sideband-Suppressed Carrier-Amplitude Shift Keyed
394		DBTR		Digital Bit Timing Recovery
395		DBW		Decibels relative to one watt
396		DC		direct current
397		DC		Direct Current
398		DC		Downconverter
399		DCA		Defense Communications Agency
400		DCE		Data Communications Equipment
401		DCE		Despun Control Electronics
402		DCP		Data Collection Platforms
403		DCPM		Differential Pulse Code Modulation
404		DCPSK		Differentially Coherent Phase Shift Keying
405		DCRT		Data Collection Receive Terminal
406		DCS		Direct Couple System; Data Collection System
407		DCU		Display and Control Xxxx
000		XX/X		Dual Downconverter

31

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
409		DDI		Direct Digital Interface
410		DDM		Data Distribution Manager
411		DDS		Digital Data System
412		DDS		Dataphone Digital Service
413		DEC		Declination
414		DEMOD		Demodulator
415		DEMUX		Demultiplexer
416		DES		Digital Encryption Standard
417		DET		Detector
418		DEV		Deviation
419		DGT		Directorate General of Telecommunications (France)
420		DHCP		Dynamic Host Configuration Protocol
421		DIOS		Digital In-Band Open-Loop Synchronization
422		DITEC		Digital Television Communication System
423		DL or D/L		Downlink
000		XXX		Xxxxxx Xxxxxxx-Xxxxxxxxxx Xxxxxx
000		XXX		Xxxxxx Aerospace Research Establishment
426		DM		Delta Modulation
427		DM/PSK		Delta Modulation/Phase Shift Keyed
428		DMA		Direct Memory Access
429		D-MAC		Type D multiplexed analog components
430		DME		distance measuring equipment
431		DNI		Digital Non-Interpolated
432		DNS		Domain Name System
000		XXX		Xxxxxxxxxx xx Xxxxxxx (XXX)
434		DOMSAT		Domestic Satellite System
435		DOT		Department of Transportation
436		DPA		Destructive Physical Analysis
437		DPSK		Differential Phase Shifting Keyed
438		DPU		Data Processing Unit
439		DQPSK		Differential Quadrature PSK
440		DR		Disaster Recovery
441		DR		Dynamite Range
442		DRT		Data Recording Terminal
443		DS1, DS2, ETC.		Digital Service Xxxxxxxxx
000		XXX		Double Sideband
445		DSB-SC-AM		Double Sideband-Suppressed Carrier-Amplitude Modulation
446		DSB-SC-AM W/QM		Double Sideband-Suppressed Carrier-Amplitude with Quadrature Multiplexing
447		DSB-SC-ASK		Double Sideband-Suppressed Carrier-Shift Keyed
448		DSI		Digital Speech Interpolation
449		DSIF		Deep Space Instrumentation Facility
450		DSIR		Department of Scientific and Industrial Research (UK)
451		DSN		Deep Space Network
452		DSNG		Digital Satellite Newsgathering
453		DST		Direct Sounding Transmission
454		DTE		Data Terminating Equipment
455		DTH		Direct-to-home Broadcast
456		DTI		Data Transfer Interface
457		DTMF		Dual Tone Multi-Frequency
458		DTS		data transfer services
000		XX		Xxxxxxx Xxxx

00

Xxxxxxxx X

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
460		DU		display xxxx
000		XXX		Xxxx Xxxxxxxxxxx Xxxxxxxx
000		XXX		Digital Visual Interface
463		DVT		Design Verification Test
464		DX		Duplex
465		E/E		electric/electronic
466		X0, X0, ETC		European Digitized Telephone Hierarchy
467		EAFR		enhanced airborne flight recorders
468		EAGE		Electrical Aerospace Ground Equipment
469		EAP		Extensible Authentication Protocol
470		EASA		European Aviation Safety Agency
471		EB/NO		Energy-per-bit to Noise-Density Ratio
472		EBCDIC		Extended Binary Coded Decimal Interchange Code
473		EBR		Electronic Beam Record
474		EBU		European Broadcasting Union
475		ECC		Eccentricity
476		ECE		Economic Commission Manufactures Association
000		XXX		Earth Converge Horn
478		ECL		electronic checklist
479		ECM		engine condition monitoring
480		ECMA		European Computer Manufactures Association
481		ECOM		Electronic Computer-Originated Mail
482		ECS		environmental control system
483		ECS		European Communications Satellite System (Eutelsat)
484		ECWA		Economic Commission for Western Asia
485		EDA		Electronic Despun Antenna
486		EDP		engine-driven pump
487		EDP		Electronic Data Processing
488		EDPS		Experiment Data and Power System
489		EDTV		Enhanced Definition Television
490		EEA		Electrostatic Energy
491		EFB		Electronic Flight Bag
492		EFB		electronic flight bag
493		EFI		Error-Free Intervals
494		EFT		Electronic Fund Transfer
495		EFTA		European Free Trade Association
496		EHF		Extremely High Frequency (Miriametric waves)
497		EHT		Electrothermal Hydrazine Thrusters
498		EICAS		engine indication and crew alerting system
499		EIRP		Effective Isotropically Radiated Power
500		EISCAT		European Institute Scatter Facility
501		EL		Elevation
502		ELB		Electronic Log Book
503		ELF		Extremely Low Frequency
504		ELPT		e-Logbook Project Team (ATA)
505		ELT		emergency locator transmitter
506		ELT		Emergency Locating Transmitters
507		ELU		Existing Carrier Line-Up
508		ELV		Expanded Launch Vehicles
509		EM		Engineering Model
510		EMA		electro-mechanical actuators

33

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
511		EMF		Electromotive Force
512		EMI		Electro Magnetic Interference
513		e-MLB		Electronic Maintenance Log Book
514		EMP		electric motor pump
515		EMS		Electronic Message Service
516		EOC		End of Coverage
517		EOL		End of Life
518		EOS		Earth Observation Satellite
519		EOW		Engineering Order Wire
520		EP		external power
521		EPC		Electronic Power Conditioner
522		EPDS		Experiment Power and Data Systems
523		EPIRB		Emergency Position Indicating Radio Beacon
524		EPTA		Expanded Program of Technical Assistance (UN)
525		EQ		Energy per Unit Charge
526		ER AND S		Exploratory Research and Studies
527		ERP		Enterprise Resource Planning
528		ERS		earth reference system
529		ES		Echo Suppressor
530		ES		Earth Station
531		ESA		European Space Agency
532		ESC		European Space Conference
533		ESC		Engineering Service Circuit
534		ESE		Engineering Specification Equipment
535		ESE		Engineering Specification Equipment
536		ESOC		European Space Operations Center
537		ESRANGE		European Space Sounding Rocket Landing Range (ESA)
538		ESTEC		European Space Research and Technology Center
000		XXXX		European Space Tribology Centre (UK Atomic Energy Authority)
540		ESU-G		Ethernet switch unit—gigabit
541		ETOPS		Extended Twin Operations
542		ETOPS		extended-operations
543		ETR		Eastern Test Range (NASA’s Cape Canaveral, USA)
544		ETS		Engineering Test Satellite
545		ETSI		European Telecommunications Standards Institute
546		ETT		Electrothermal Thruster
547		EURONET		European Public Network (Data)
548		EUROSPACE		European industry space study group
549		EUTESLAT		European Telecommunications Satellite Organization
550		EUV		Extreme Ultraviolet
551		EV		Electron Volt
552		EVA		Extravehicular Activity
553		EVDO		Cellular Data Network Standard
554		EWIS		Electrical Wiring Interconnection System
555		EWIS		Electrical Wiring Interconnection System
556		F/C		First Class
557		FAA		Federal Aviation Administration
558		FACS		Flight Attendant Control Station
559		FADEC		full-authority digital engine-control
560		FAI		First Article Inspection
561		FAI		First Article Inspection

34

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
562		FANS		future air navigation system
563		FAR		Federal Aviation Regulations
564		FAR		Federal Aviation Regulations
565		FBW		fly-by-wire
566		FC		Sampling Frequency
567		FCAC		forward cargo air-conditioning
000		XXX		Xxxxxxx Xxxxxxxxxxxxxx Xxxxxxxxxx (XXX)
569		FCE		flight control electronics
570		FCF		Functional Check Flight
571		FCM		flight control modules
572		FD		flight deck
573		FD		Focal Length to Diameter Ratio
574		FDA		Food and Drug Administration
575		FDEVSS		flight deck entry video surveillance system
576		FDFM		Frequency Division/Frequency Modulation
577		FDM		Frequency Division Multiplex
578		FDM/CFM		Frequency Division Multiplex/Companded FM
579		FDM/FM		Frequency Division Multipled/Frequency Modulated
580		FDMA		Frequency Division Multiple Access
581		FDR		Final Design Review
582		FDSS		Fine Digital Sun Sensor
583		FDSSA		Fine Digital Sun Sensor Assembly
584		FDX		Full Duplex
585		FEC		Forward Error Correction
586		FET		Field Effect Transistor
587		FF		Fast Forward
588		FFP		Fixed Fee Procurement
589		FFT		Fast Fourier Transform
590		FIS		flight information services
591		FLTR		Filter
592		FLTSATCOM		US Navy Communications System (USA)
593		FLU		Full Line-Up
594		FM		Frequency Modulation
595		FMC		Flight Management Computer
596		FMCF		flight management computing function
597		FMCS		flight management computing system
000		XXXX		Failure Modes and Effects Analysis
599		FMF		flight management function
600		FMFB		Frequency Modulation Feedback
601		FMR		Field Maintenance Record
602		FMS		Flight Management System
603		FMS		flight management system
604		FMWA		Fixed Momentum Wheel Assembly
605		FO		First Officer
606		FOQA		Flight Operational Qualtiy Assurance
607		FOS		Follow-On Satellites
608		FP		Full Period
609		FPA		Final Power
610		FQIS		fuel quantity indicating system
611		FRC		Federal Radio Commission
612		FSB		Flight Standardization Board

35

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
613		FSB		Front-Side Bus
614		FSB		fasten seat belt
615		FSK		Frequency-Shift Keyed
616		FSM		flight server module
617		FSS		Fixed Satellite Service
618		FT		Full Time
619		FTD		Flight Training Device
620		FTE		fixed trailing edge
621		FTP		File Transfer Protocol
622		G		Gain/Gravity
623		G		Giga (1,000,000,000)
624		G/T		Gain-to-Noise Temperature Ratio
625		GAAS		Gallium Arsenide
626		GAASFET		Gallium Arsenide Field Effect Transistor
627		GAC		Global Area Coverage
628		GAGR		Group Automatic Gain Regulator
629		galley		cooling unit
630		GARP		Global Atmospheric Research Program
631		GARS		Geological Applications for Remote Sensing
632		GATT		General Agreement on Tariffs and Trade
000		XX		Xxxxxxxx
000		XXXX		ground-based augmentation system
000		XXXX		ground-based software tool
636		GC		Gigacycles
637		GCE		Ground Control Equipment
638		GCS		Ground Control System
639		GCU		generator control unit
640		GDF		Group Distribution Frame
641		GDPS		Global Data Processing System
642		GEMS		Global Environment Monitoring System (UN)
643		GEO		Geostationary Equatorial Orbit
644		GEO-IRS		Geostationary-Infrared Sensor
645		GG		Graphic generators
646		GHA		Greenwich Hour Angle
647		GHZ		Gigahertz
648		GIP		Group Interface Processor
649		GLS		GPS landing system
650		GMDSS		Global Maritime Distress and Safety System
651		GME		Group Modulating Equipment
652		GMT		Greenwich Mean Time
653		GND		Ground
654		GPM		General Procedures Manual
655		GPMs		general processing modules
656		GPRS		General packet radio service
657		GPS		Global Positioning System
658		GPWS		ground proximity warning system
659		GRD		Graphics Design Review
660		GRD		Ground Resolved Distance
661		GRID		Global Resource Information Database
662		GRP		Group Reference Point
663		GSFC		Xxxxxxx Space Fight Center (USA)

36

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
664		GSM		Global System for Mobile Communications
665		GSO		Geosynchronous Earth Orbit
666		GSS		Ground Support System
667		GSSI		Ground Support System Infrastructure
668		GTE		Group Translating Equipment
669		GTS		Global Telecommunications System
670		GUI		Graphical User Interface
671		HAT		height above threshold
672		HCE		Heater Control Electronics
673		HDD		head-down display
674		HDLC		High-Level Data Link Control
675		HDMI		High Definition Modular Input
676		HDTV		High Definition Television
677		HDX		Half Duplex
678		HE		Heat Exchanger
679		HEAO		High-Energy Astronomy Observatory
680		HEOS		Highly Eccentric Orbit Satellite
681		HEPA		high-efficiency particulate air
682		HF		high frequency
683		HF		High Frequency (3,000-30,000 kHz)
684		HLF		high lift function
685		HLLV		Heavy Lift Launch Vehicle
686		HM		Hybrid Modulation
687		HP		Horsepower
688		HPA		High Power
689		HPF		High Pass Filter
690		HPM		Hybrid Phase Modulation
691		HTML		HyperText Xxxx-up Language
692		HU		High Usage Circuit
693		HUD		head-up display
694		HVCS		Half Voice Circuites
695		HYPACE		Hybrid Programmable Attitude Control Electronics
696		HZ		Hertz
000		XX		Xxxxx
000		XX		Xxxxx (Cycles per Second)
699		XX0, XX0, ETC.		International Alphabet Number 2, Number 5 etc.
700		IAF		International Astronautical Federation
701		IAGA		International Association of Geomagnetism & Astronomy
702		IAM		International Address Message
703		IAMAP		International Association of Meteorology and Atmospheric Physics
704		IAN		integrated approach navigation
705		IAS		indicated airspeed
706		IATA		International Air Transport Association
707		IBC		Independent Broadcasting Commission
708		IBI		Intergovernmental Bureau for Infomatics
709		IBTO		International Broadcasting & Television Organization
710		IC		Integrated Circuit
711		ICAO		International Civil Aviation Organization
712		ICAO		International Civil Aviation Organization
713		ICAO		International Civil Aviation Organization
714		ICC		International Chamber of Commerce

37

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
715		ICMT		interactive cabin management terminal
716		ICN		Idle Channel Noise
717		ICO		Interior Color Offering
718		ICRP		International Commission Radiological Protection
719		ICS		integrated cooling system
720		ICSC		Interim Communications Satellite Committee
721		ICSU		International Council of Scientific Unions
722		XXX		International Development Association
723		IDCC		International Data Coordinating Centers
724		IDE		Integrated Development Environment
725		IDE		Integrated Development Environment.
726		IDF		Intermediate Distribution Frame
727		IDR		Intermediate Data Rate
728		IE		Index Error
729		IEE		Institute of Electrical Engineers (UK)
730		IEEE		Institute of Electrical and Electronics Engineers
731		IERE		Institution of Electronics and Radio Engineers
732		IESS		Intelsat Earth Station Standard
733		IETF		Internet Engineering Task Force
734		IF		Intermediate Frequency
735		IFCS		integrated flight control system
736		IFE		In-Flight Entertainment System
737		IFE		InFlight Entertainment
738		IFEC		In-Flight Entertainment and Connectivity
739		IFEE		Institute of Electrical and Electronics Engineers
740		IFL		Inter-Facility Link
741		IFRB		International Frequency Registration Board (ITU)
742		IFTC		International Film and Television Council
743		IGMP		Internet Group Management Protocol
000		XXXX		Xxxxxxxxxxxxx Xxxxxxxxx of Space Law
745		ILD		Injection Laser Diode
746		ILS		instrument landing system
747		IM		Intermodulation
748		IMPD		Impedance
749		INC		Inclination
750		INMARSAT		International Maritime Satellite Organization
751		INR		integrated navigation radios
752		INTELNET		Data Distribution and Gathering Network
753		INTELSAT		International Telecommunications Satellite Organization
754		INTERCOSMOS		Council on International Cooperation in the Study and Utilization of Outer Space
755		INTERSPUTNIK		International Space Telecommunications Organization (Russia)
756		IOB		Inter-Organization Board for Information Systems and Related Activities
757		IOCTF- IOC TDMA		Facility
758		IOR		Indian Ocean Region
759		IOT		In-Orbit Test Antenna
760		IPA		Intermediate Power Amplifier
761		IPDC		International Program for Development of Communications
762		IPS		Instrument Pointing System
763		IPTS		International Press Telecommunications Council
[***]
000		XXX		Information Processing Ability

38

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
766		IR		Power Loss from Resistive Dissipation
767		IR		Infrared
768		IRD		Interactive Review Design
769		IRD		Integrated Receiver-Decoder
770		IRE		Institute of Radio Engineers
771		IRU		Inertial reference system
772		IRU		Indefeasible Right of Use
773		ISB		Independent Sideband
774		ISC		Interdisciplinary Scientific Commission (COSPAR)
775		ISCC		International Service Coordinating Center
776		ISD		International Subscriber Dialing
777		ISDN		Integrated Services Digital Networks
778		ISFD		integrated standby flight display
779		ISL		Intersatellite Link
780		ISMC		International Switching Maintenance Center
781		ISO		International Organization of Standardization
782		ISP		Specific Impulse
783		ISPRS		International Society for Photogrammetry and Remote Sensing
784		ISS		integrated surveillance system
785		ISS		Interrupt Safety Systems
786		ISSPUs		integrated surveillance system processor units
787		ISTC		Integrated System Test
788		ITC		International Television Center
789		ITC		Inter-American Telecommunications Network
790		ITC		International Teletraffic Congress
791		ITC		International Institute for Aerial Survey and Earth Sciences (Netherlands)
792		ITCM		Internal Technical Coordination Meeting
793		ITCM		Initial Technical Coordination Meeting
794		ITFC		Instructional Television Service (USA)
795		ITMC		International Transmission Maintenance Centers
796		ITS		Institute of Telecommunications Sciences (USA)
797		ITU		International Telecommunications Union
798		IUCAF		Inter-Union Commission of Allocation of Frequencies for Radio
799		IUGG		International Union of Geodesy and Geophysics
800		IUS		Interim Upper Stage
801		IXC		Interchange Channel
802		JAA		Joint Aviations Authority
803		JAR OPS		Joint Aviation Requirement Operation Procedure Standard
804		JCAB		Japan Civil Aviation Bureau
805		JFET		Junction Field Effect Transistor
806		JSC		Xxxxxxx Space Center (USA)
807		K		Xxxxxx, a scale of (noise) temperature based on Celsius scale
808		K		Boltzmann’s Constant
809		KAG		Kagoshima Space Center (Japan)
810		KB		Kilobyte
811		KB/S or K BIT/S		Kilobits per Second
812		KEV		Kiloelectron Volt
810		XXX		Xxxxxxxxx
814		KP		Start of Pulsing
815		KSC		Xxxxxxx Space Center (USA)
816		kVA		kilovolt ampere

39

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
810		XX		Xxxxxxxx
818		LAC		Local Area Coverage
819		XXXXX		Large area Modular Array of Reflectors
820		LAMMR		Large Antenna Multifrequency MW Radiometer
820		XXX		Xxxxx Xxxx Xetwork
820		XXX		Xxxxx Xxxx Xetwork
823		LAN		Local Area Network
824		LAT		Latitude
825		LATA		Local Access and Transport Area
826		L2C		Layer 2 control
827		LC		Conductance and Capacitance
828		LCC		Launch Control Center
829		LCD		liquid crystal display
830		LCT		Laboratoire Central des Telecommunications (Central Telecommunications Laboratories) France
831		LDAP		Light Weight Directory Access Protocol
832		LDM		Linear-Delta Modulation
833		LDTS		Low Density Telephony Service
834		LEASAT		US Military Satellite Network (USA)
835		LEC		Lockheed Electronic Company (USA)
836		LED		Light-Emitting Diode
837		LED		light-emitting diode
838		LED		Light Emitting Diode
839		XXX		Low Earth Orbit
840		LF		Line-Feed
841		LFA		Local Hour Angle
842		LGP		local galley panel
843		LHCP		Left-Hand Circular Polarization
844		LMA		Limited Motion Antenna
845		LMP		Lower Minimum Program
846		LMSS		Land Mobile Satellite Service
847		LMT		Local Mean Time
848		LNA		Low Noise Amplifier
849		LNB		Low-Noise Block Converter
850		LNC		Low-Noise Converter
851		LNR		Low-Noise Receiver
852		LO		Local Oscillator
853		LON		Longitude
854		LOPA		Layout of Passenger Accommodations
855		XXX		Xxxxx
856		LOS		Loss of Signal
857		LOX		Liquid Oxygen
858		LPC		Linear Predictive Coding
859		LPF		Low Pass Filter
860		LPS		Launch Process System
861		LRE		Low Rate Encoding
862		LRM		line replaceable module
863		LRRA		low range radio altimeter
864		LRU		Line Replaceable Unit
865		LS		Link Switch
866		LSAP		Loadable Software Airplane Part
867		LSAPL		Loadable Software Airplane Part Librarian

40

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
868		LSE		Line Signaling Equipment
869		LSI		Large Scale Integration
870		LSM		Line Switch Marker
871		LSO		Line Signaling Oscillator
872		LSS		line support services
873		LTE		Long Term Evolution
874		LTOM		Less than one minute
875		LTOS		Less than one second
876		LVDS		Low Voltage Differential Signal
877		M		Mega-Million
878		M&E		American Airlines Maintenance & Engineering
879		MAC		Multiplexed Analog Components
880		MAN		Metropolitan Area Network
881		MAP		Middle Atmosphere Component
882		MARISAT		Maritime Satellite System (USA/Inmarsat)
883		MASER		Microwave Amplification by Simulated Emission of Radiation
884		MB		Megabyte
885		MB/S		MBPS or M BIT/S—Megabits per second
886		MBA		Multiple Beam Antenna
887		MBTA		Multiple Tours Antenna
880		XX		Xxxx Xabin
889		MC		monitor and control
890		MC		Maintenance Center
891		MCC		Master Control Console
892		MCE		Main Cabin Extra
893		MCF		monitor and control function
894		MCLF		Multichannel Loading Factor
895		MCP		mode control panel
896		MCS		Maritime Communications System
897		MCU		Monitor and Control Unit
898		MCW		Modulated Continuous Wave
899		MDA		Mechanically Despun Antenna
900		MDF		Main Distribution Frame
901		MDFD		Multi-Destination Full Duplex
902		MDHD		Multi-Destination Half Duplex
903		MDS		Multipoint Distribution Service
904		MDS		Minimum Discemible Signal
905		MDTA		Modulator-Demodulator-Translator Assemble
906		MDUS		Medium Data Utilization Station (Australia)
907		MECO		Main Engine Cut-Off
908		MEGA		Million
909		XXX		Minimum Equipment List
910		XXX		minimum equipment list
911		MELCO		Mitsubishi Electric Corporation (Japan)
912		MERS		Most Economical Routing Scheme
913		MET		Mission Elapsed Time
914		MEW		manufacturer’s empty weight
915		MF		Multifrequency
916		MF		Medium Frequency
917		MFD		multifunction display
918		MFR		Multifrequency Register

41

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
919		MFS		Multifrequency Sender
920		MFTDMA		Multiple Frequency Time Division Multiple Access
921		MG		Motor Generator
922		MGC		Multigroup Controller
923		MHZ		Megahertz
924		MIC		Maintenance Item Control
925		MIFR		Master International Frequency Register
926		MIP		Multigroup Interference Processor
927		MLW		maximum landing weight
928		MM		Maintenance Manual
929		MMDS		Microwave Multipoint Distribution System
930		MMEL		master minimum equipment list
931		MMIC		Monolithic Microwave Integrated Circuit
932		MMO		maximum operating speed (Mach number)
933		MMS		Multimission Modular Spacecraft
934		MMSS		Maritime Mobile Satellite Service
935		MMV		Multimission Modular Vehicle
936		MOC		Maintenance Operations Center
937		MOD		Modulator
938		MOI		Moments of Inertia
939		MOL		Mole (Amount of Substance)
940		MON		Monitoring Station
941		MoR		Merchant of Record
942		MOS		Metal-Oxide Semiconductor
943		MOS		Mean Opinion Score
944		MPAA		Motion Picture Association of America
945		MPEG		Motion Picture Experts Group
946		MPLS		Multiple Protocol Label Switching
947		MS		Meeting of Signatories (Intelsat)
948		MS		Millisecond
949		MSC		Management Services Contract(or)
950		MSD		Most Significant Digit
951		MSK		Minimum Shift Keying
952		MSM		Microwave Switch Matrix
953		MSS		Multi-Spectral Scanner
954		MSSF		Mate Scanner Stop Failure
955		MSU		Microwave Sounding Unit
956		MTBF		Mean Time Between Failures
957		MTBF		Mean Time Between Failure
958		MTBF		Mean Time Before/Between Failures
959		MTOW		maximum takeoff weight
960		MTTF		Mean Time to Failure
961		MTTR		Mean Time to Repair
962		MTU		Magnetic Tape Unit
963		MTW		maximum taxi weight
964		MU		Multi-Destination Unidirectional
965		MUF		Maximum Usable Frequency
966		MUX		Multiplex
967		MW		Microwave
968		MZFW		maximum zero fuel weight
969		N		Nano (one-billionth)

42

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
970		NASA		National Aeronautics and Space Administration (USA)
971		NASC		National Aeronomics and Space Council (USA)
972		NASCOM		NASA Communications Network (USA)
973		NASDA		National Space Development Agency (Japan)
970		XXX/XXX		Xxxxx Xxxxxxxx Xraffic Forecasting Group
975		NB		Narrow Band
976		NC		No Charge
977		NCC		Network Control Center
978		NCR		National Research Council (Canada)
979		ND		navigation display
980		NDT		Non-Destructive Testing
981		NDT		Non Destructive Testing
982		NEF		Noise Exposure Forecast
983		NEXRAD		NEXt-Generation RADar
984		NF		Noise Figure
985		NGS		nitrogen generating system
980		XXX		Xxxxx Xroadcasting Corporation (Japan)
987		NIC		Nearly Instantaneous Companding
988		NICD		Nickel-cadmium (battery)
989		NIH		Nickel Hydrogen (battery)
990		NITS		Luminance / Measurement of light in xxxxxxxx per meter square
991		NOC		Network Operations Center
992		NOI		Notice of Inquire (FCC)
993		NORAD		North American Aerospace Defense Command
994		NORAD		North American Air Defense Command (USA)
995		NOTAM		Notice To AirMen
996		NPL		National Physical Laboratory (UK)
997		NPR		Noise Power Ratio
998		NPS		navigation performance scales
999		NRL		Naval Research Laboratory (USA)
1000		NRMS		Network Reference & Monitor Station
1001		NRSC		National Remote Sensing Center (PRC, UK)
1002		NRZ		Non Return-to-Zero
1003		NS		Nanosecond
1004		NTC		Network Transmission Committee (VITEAC)
1005		NTIA		National Telecommunications Information Administrations (USA)
1006		NTSC		Never The Same Color
1007		NTSC		National Television System Committee (USA) (Committee of representatives of the television industry in the U.S. on whose findings and recommendations television standards are established.
1008		NTSC		System of color television based on the recommendation of the NTSC using 525 lines and 60 fields with a video bandwidth of 4.2 MHz (US, Canada, Japan)
1009		NTT		Nippon Telegraph & Telephone Public Corporation (Japan)
1010		NWAP		802.11N Wireless Access Point
1011		NWS		nose wheel steering
1012		O AND M		Operation and Maintenance
1013		OACI		Organization de Aviacion Civil International (International Civil Aviation Organization (ICAO)
1014		OAO		Orbiting Astronomical Observatory
1015		OAS		Orbit Adjust Subsystem
1016		OBE		Out-of-Band Emission
1017		OBN		Out-of-Band Noise
1018		OCC		Operation Control Center

43

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1019		OCMF		onboard configuration management function
1020		ODA		Organization Designation Authorization
1021		ODA		Organization Designation Authorization
1022		ODLF		onboard data load function
1023		OEM		Original Equipment Manufacturer
1024		OEM		Original Equipment Manufacturer
1025		OEW		operating empty weight
1026		OFHC		Oxygen-Free High Conductivity Copper
1027		OFT		Orbital Flight Test
1028		OGO		Orbiting Geophysical Observatory
1029		OHMF		onboard health management function
1030		OIRT		International Radio & Television Organization
1031		OMS		Orbital Maneuvering System
1032		OMT		Orthomode Transducer
1033		ONERA		Office Nationale d’Etudes et de Recherches Aerospatiales (National Bureau for Aerospace Studies and Research) (France)
1034		OPC		operational program configuration
1035		OPSK		Octal Phase Shift Keying
1036		OPT		onboard performance tool
1037		ORBIS		Orbiting Radio Beacon Ionospheric Satellite
1038		OSC		Oscillator
1039		OSM		Miniaturized Rigid Coaxial Cable
1040		OSO		Off Schedule Operation
1041		OSPF		Open Shortest Path First
1042		OSPK		Off-Set Keyed Quxxxxxxxx Xxxxx Xxxxx Xxxxxx
0000		XXX		Xxxxxxx Xolar Reflector
1044		OTC		Overseas Telecommunications Commission (Australia)
1045		OTE		Hellenic Telecommunications Organization (Greece)
1046		OTS		Orbital Test Satellite
1047		OTV		Orbital Transfer Vehicle
1048		OUB		Occasional Use Bands
1049		OW		Orderwire
1050		P		Private or Special Telephone Circuit (CCITT)
1051		P		Pico (One Trillionth)
1052		PA		passenger address
1053		PA		Public Address
1054		PA		Power
1055		PA		Preassigned
1056		PABX		Private Automatic Branch Exchange
1057		PAD		Packet Assembly and Disassembly
1058		PAL		Phase Alternative Line (a television standard) Phase Attenuation by Line
1059		PAL COLOR		A color television system developed in Germany using 625 lines and 50 fields with a video bandwidth of 5 MHz (Western Europe)
1060		PAL-M		PAL System using NTSC Parameters
1061		XXX		Pulse Amplitude Modulation
1062		XXX		Payload Assist Module
1063		PAMA		Pre-assigned Multiple Access
1064		XXX-D		Payload Assist Module D
1065		PAML		Program Authorized Materials List
1066		PAO		personal air outlet
1067		PAPM		Pulse Amplitude Phase Modulation
1068		PAR		Parity
1069		PARAM		Parametric Low-Noise

44

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1070		PBE		protective breathing equipment
1071		PBX		Private Branch Exchange
1072		PC		personal computer
1073		PC		Printed Circuit
1074		PCE		Power Conditioning Electronics
1075		PCI		Payment Card Industry
1076		PCM		power control modules & power conditioning modules
1077		PCM		Pulse Code Modulation
1078		PCU		Passenger Control Unit
1079		PCU		Power Control Unit
1080		PDA		Personal Digital Assistant
1081		PDF		Portable Document Format
1082		PDIP		Passenger Data Integration Personalization
1083		PDL		Page Description Language
1084		PDM		Pulse Duration Modulation
1085		PDR		Preliminary Design Review
1086		PDR		Preliminary Design Review
1087		PDR		Preliminary Design Review
1088		PDU		power drive unit
1089		PEAP		Protected Extensible Authentication Protocol
1090		PED		Personal Electronic Device
1091		PESC		Telephone Engineering Service Circuit
1092		PF		Picofarad (Unit of electrical capacitance)
1093		PF		Power Factor
1094		PFCF		primary flight control function
1095		PFD		primary flight display
1096		PFD		Power Flux Density
1097		PFIS		passenger flight information system
1098		PFIX		Power Failure Interrupt
1099		PFM		Pulse Frequency Modulation
1100		PFO		Pilot Frequency Oscillator
1101		PGM		Program
1102		PH		Phase
1103		PICO		A Trillionth
1104		PIN		Personal Identification Number
1105		PIP		Payload Integration Plan
1106		PKI		Public Key Infrastructure
1107		PKM		Perigee Kick Motor
1108		PL		Parts List
1100		XX		Xxxx Xoss
1110		PLE		Plesetsk Launch Complex (USSR)
1111		PM		Phase Modulation
1112		PMA		Parts Manufacturer Approval
1113		PMA		Parts Manufacturer Approval
1114		PMA		Permanent Management Arrangements
1115		PMB		Proto Main Body
1116		PMG		permanent magnet generators
1117		PMS		Picturephone Meeting Service
1118		PN		Pseudo-Noise
1119		POC		Physician on Call
1120		POL		Polarization

45

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1121		POLANG		Polarization Angle
1122		POR		Pacific Ocean Region
1123		P-P		Peak-to-Peak
1124		PPF		Payload Processing Facility (USAF)
1125		PPM		Pulse Position Modulation
1126		PPS		Pulse Per Second
1127		PPV		Pay-per-view
1128		PQM		Proto Qualification Model
1129		PR		Private Renter
1130		PRAM		Pre-Recorded Announcement Message
1131		PRAM		pre-recorded announcement music
1132		PREAMP		Preamplifier
1133		PRN		Pseudo-Random Noise
1134		PROC		Processor
1135		PRPM		Primary Power Monitor
1136		PS		Power Supply
1137		PSD		Performance Start Date
1138		psi		pounds per square inch
1139		PSI		Pounds per square inch
1140		PSK		Pounds Shift Keying
1141		PSN		Packet Switching Network
1142		PSN		Private Satellite Network
1143		PSS		Passenger Service System
1144		PSSA		product support and assurance agreement
1145		PSSC		Public Service Satellite Consortium
1146		PSTN		Public Switched Telephone Network
1147		PSU		passenger service units
1148		PTC		Pacific Telecommunications Council
1149		PTLU		Pre-Transmission Line-Up
1150		PTM		Pulse Time Modulation
1151		PTT		Post Telegraph Telephone
1152		PULSAR		Pulsed Sequential Access Relay
1153		PV		Present Value
1154		PW		Picowatt
1155		PWM		Pulse Width Modulation
1156		PWP		Picowatt psophometrically weighted
1157		PWPO		Picowatt Psophometrically weighted measured at a point of zero reference level
1158		PWR		Power
1159		PWS		predictive windshear
1160		QA		Quality Assurance
1161		QAM-XXX		Quadrature Amplitude Modulation-Pulse Amplitude Modulation
1162		QAR		quick-access recorder
1163		QC		Quality Control
1164		QM		Qualification Model
1165		QOS		Quality of Service
1166		QPSK		Quadra-Phase Shift Keyed
1167		QWERTY		Most Common Keyboard Layout (1st 6 letters on top letter row of keyboard)
1168		R		Degree Xxxxxx (absolute scale based on Fahrenheit)
1169		RA		radio altimeter
1170		RA		Right Ascension
1171		RAD		Radian

46

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1172		RAF		Rate Adjusted Factor
1173		RAM		Random Access Memory
1174		RARC		Regional Administrative Radio Conference
1175		RAS		Remote Analysis System
1176		RAT		ram air turbine
1177		RBOC		Regional Xxxx Operating Company
1178		RBV		Return Beam Vidicon
1179		RC		Resistance-Capacitance
1180		RCC		Radio Common Carrier
1181		RCO		Restoration Control Office
1182		RCS		Reaction Control Subsystem
1183		RCVR		Receiver
1184		RDC		remote data concentrator
1185		RDF		Repeater Distribution Frame
1186		RDG		Receive Data Gate
1187		RDPU		remote power distribution unit
1188		RDT&E		Research, Development, Testing & Evaluation
1189		REF		Reference
1190		REL		Release
1191		RESTEC		Remote Sensing Technology Center (Japan)
1192		RET		Reliable Earth Terminal
1193		REU		remote electronic units
1194		REV		Revolution
1195		RF		Radio Frequency
1196		RF		Radio Frequency
1197		RF		Radio Frequency
1198		RFI		Request for Information
1199		RFP		Request For Proposal
1200		RFP		Request For Pricing
1201		RFQ		Request For Quote
1202		RFS		Request For Service
1203		RFT		Radiotelephony
1204		RGM		Release Guard Message
1205		RHCP		Right-Hand Circular Polarization
1206		RHDD		Removable Hard Disk Drive
1207		RII		Required Inspection Item
1208		RIP		Routing Information Protocol
1209		RIS		Retransmission Indication Signal
1210		RLO		Restoration Liaison Officer
1211		RMBAFN		Reconfigurable Multibeam Antenna Feed Network
1212		RMS		Root Mean Square
1213		RMS		Remote Manipulator System
1214		RN		Reference Noise
1215		RNP		required navigation performance
1216		RO		Receive Only
1217		RPDU		remote power distribution unit
1218		RPM		Revolutions per Minute
1219		RPS		Revolutions per Second
1220		RQ		Repetition of Information
1221		RR/U		Revenue Requirements per Unit
1222		RSE		Register Signaling Equipment

47

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1223		RSP		Receive Shift Pulse
1224		RTCA		Radio Technical Commission for Aeronautics
1200		XXXX XX-#		XXXX Xumbered Documents
1226		RTE/TSM		TDMA Reference and Monitor Station Equipment
1227		RTG		Radiotelegraphy
1228		RTG		Radio-isotope Thermoelectric Generator
1229		RTMs		receivers/transmitters
1230		RTS		Request to Send
1200		XXX		Xxxxx xes Telegraphes et des Telephones (Belgium)
1232		RVR		runway visual range
1233		RVSM		Reversed Vertical Separation Minima
1234		RW		Rewind
1235		RWS		reactive windshear
1236		RX		Receive
1237		RZ		Return to Zero
1200		X		Xxxxxx
1239		S/C		Spacecraft
1240		S/C		Suppressed Carrier
1241		S/N		Signal-to-Noise Ratio
1242		S/N		Signal-to-Noise Ratio
1243		S+DX		Speech Plus Duplex
1244		S+DX		Speech+Duplex (Simultaneous Speech & Telephony in a Voice Channel
1245		SAC		Strategic Air Command (USAF)
1246		XXXX		Solar Array Drive Assembly
1247		SADE		Solar Array Drive Electronics
1248		SAE		Society of Automotive Engineers
1249		SAGR		Supergroup Automatic Gain Regulator
1250		SARPS		standard and recommended practices
1251		SATCOM		Satellite Communication
1252		SATCOM		satellite communication
1253		SATCOM		Satellite Communication
1254		SCC		Satellite Control Center
1255		SCF		Satellite Control Facility
1256		SCPC		Single Channel Per Carrier PCM/PSK Telecommunications Equipment
1257		SCPDM		Suppressed Clock Pulse Duration Modulation
1258		SCR		Silicon Controlled Rectifier
1259		SCTO		Stalled Call Timed Out
1260		SCU		System Control Signal Unit
1261		SD		Speech Detector
1262		SDCU		Satellite Delay Compensation Unit
1263		SDF		Supergroup Distribution Frame
1264		SDK		software development kit
1265		SDLC		Synchronous Data Link Control
1266		SDMA		Space Division Multiple Access
1267		SECAM		Sequential Color with Memory – A color television system developed in France using 625 lines and 50 fields with a bandwidth of 6 MHz
1268		SELCAL		selective calling system
1269		SEM		Space Environment Monitor
1270		SEN		SENSE command
1271		SENEL		single event noise exposure level
1272		SES		Ship Earth Station (Inmarsat)
1273		SES		Standard Earth Station

48

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1274		SET		European Telecommunications Working Group of the CEPT
1275		SFE		seller furnished equipment
1276		SG		Secretary General
1277		SGDF		Supergroup Distribution Frame
1278		SHA		Sideral Hour Angle
1279		SHE		Spacecraft Handling Equipment
1280		SHF		Super High Frequency
1281		SHF		Super High Frequency 3,000 – 30,000 MHz
1282		SI		Speech Interpolation
1283		SIMP		Satellite Interface Message Processor
1284		SITA		Service Information Technology Architecture
1285		SITA		Societe International des Telecommunications Aeronautiques (International Society of Aeronautical Telecommunications)
1286		SIV		Solar and Interplanetary Variability
1287		SLA		Service Level Agreement
1288		SLL		Satellite Line Link
1289		SLS		Side Lobe Suppression
1290		SMA		Semi-Major Access
1291		SMATV		Satellite Master Antenna Television
1292		SMMR		Special Maintenance Manual Revision
1293		SMS		Short Message Service
1294		SMTP		Simple Mail Transfer Protocol
1295		SMY		Solar Maximum Year
1296		SNA		System Network Architecture
1297		SNF		System Noise Figure
1298		SNG		Satellite News Gathering
1299		SNIAS		Societe Nationale Aerospatiale
1300		SNMP		Simple Network Management Protocol
1301		SNR		Signal-to-Noise Ratio
1302		SNT		System Noise Temperature
1303		SOC		System Operation Control
1304		SOC		Satellite Operation Complex
1305		SOCC		Satellite Operations Control Center
1306		SOM		Start of Message
1307		SOM		Space Oblique Mercator
1308		SPACEWARN		World Warning Agency for Rockets and Satellites (UN)
1309		SPADE		SCPC PCM Multiple Access Demand Assigned Equipment
1310		SPARRSO		Space Research and Remote Sensing Organization (Bangladesh)
1311		SPC		Stored Program Control
1312		SPDT		Single Pole Double Throw
1313		SPELDA		Structure Porteuse Extreme Lancement Double Ariane (allows 2 payloads)
1314		SPI		Special Position Identification (Pulse)
1315		SPL		Sound Pressure Level
1316		SPM		Signal Processing Modem
1317		SRARQ		Selective Repeat-Automatic Repeat Request
1318		SRB		Solid Rocket Booster
1319		SRD		Software Requirements Document (Could be System Reference Document)
1320		SRE		Speech Recognition Equipment (or VRE)
1321		SREU		spoiler remote electronic units
1322		SRF		Service Request Flag
1323		SRP		Signal Reference Point
1324		SRRM		Software Requirements Review Meeting

49

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1325		SRTS		Supporting RTE/TSM System
1326		SS		Satellite Switching
1327		SS		Speed Spectrum
1328		SSB-SC-AM		Single Sideband Suppressed Carrier Amplitude
1329		SSB-SC-ASK		Single Sideband Suppressed Carrier Amplitude Shift Keyed
1330		SSB-SC-XXX		Single Sideband Suppressed Carrier Pulse Amplitude Modulation
1331		SSC		Satellite Switching Center
1332		SSC		Satellite Situation Center
1333		SSD		Solid State Drive
1334		SSFC		Sequential Single Frequency Code
1335		SSH		Secure Shell
1336		SSID		Service Set Identification
1337		SSLO		Solid State Local Oscillator
1338		SSM		Satellite System Monitor
1339		SSO		Single Sign On
1340		SSP		Signaling and Switching Processor
1341		SSPA		Solid State Power
1342		SSPC		solid-state power controller
1343		SSRA		Spread Spectrum Random Access
1344		SSSF		Self-Scanner Stop Failure
1345		SST		Satellite-to-Satellite Tracking
1346		SS-TDMA		Satellite-Switched Time Division Multiple Access
1347		SS-TDMA		Satellite-Switched TDMA
1348		SSTM		Station-to-Station Traffic Matrix
1349		SSU		Stratospheric Sounding Unit
1350		SSU		Sequential Shunt Unit
1351		SSU		Secondary Sampling Unit
1352		SSUS		Solid Spinning Upper Stage
1353		ST		“End Pulsing” Command (CCITT format)
1354		ST		Standard Time
1355		STA		Structural Test Article
1356		STAR		Satellite Telecommunications with Automatic Routing (Simple form of SPADE system)
1357		STBY		Standby
1358		STC		Supplemental Type Certificate
1359		STCC		Spacecraft Technical Control Center
1360		STDN		Space Tracking and Data Network
1361		STE		Supergroup Translating Equipment
1362		STE		Spacecraft Test Equipment
1363		STELLA		Satellite Transmission Experiment Linking Laboratories (CNES)
1364		STETS		Solar Terrestrial Energy Transfer Studies
1365		STM		Structural Xxxxxxx Model
1366		STP		Space Test Program (USAF)
1367		STR		Symbol Timing Recovery
1368		STRIP		Satellite Transmission impairment Program
1369		STS		Space Transportation System (operated by NASA USA)
1370		STSK		Scandinavian Committee for Satellite Telecommunications
1371		SURVSATCOM		Survivable Communications Satellite
1372		SVC		Secure Voice Communications Service
1373		SVDU		Seatback Video Display Unit
1374		SVDU		smart video display unit
1375		SW		Switch

50

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1376		SWIFT		Society for Worldwide Interband Financial Telecommunicaiton
1377		SWOF		Switchover Operation Failure
1378		SWR		Standing Wave Radio
1379		SYLDA		System de Lancement Double Ariane (allows 2 payloads)
1380		SYN		Synthesizer
1381		T		Tera (1,000,000,000)
1382		T CARRIER		A hierarchy of Xxxx digital systems (T1 T2 etc.)
1383		T/R		Transmit/Receiver
1384		T/V		Thermal Vacuum
1385		TA		Transistor
1386		TAC		thrust asymmetry compensation
1387		TASI		Time Assignment Speech Interpolation
1388		TASO		Television Allocations Study
1389		TAT		total air temperature
1390		TAT		Transatlantic Telephone (USA/Europe) Cable
1391		TAWS		terrain awareness and warning system
1392		TB		Terabyte
1393		TB		Trunk Buffer
1394		TBBF		Top Baseband Frequency
1395		TBD		To Be Determined
1396		TBD		to be determined
1397		TBD		To Be Determined
1398		TBU		Transmit Baseband Unit
1399		TC		Type Certificate
1400		TC		Type Certificate
1401		TC		Trunk Circuit
1402		TC		Telecommand
1403		TC AND R		Telemetry Command and Ranging
1404		TCAS		traffic alert and collision avoidance system
1405		TCC		Telephone Coordinating Circuit
1406		TCD		Department of Technical Cooperation for Development (UN)
1407		TCE		Telemetry and Command Equipment
1408		TCM		Trajectory Correction Maneuvers
1409		TCPs		tuning and control panels
1410		TCS		Thermal Control Subsystem
1411		TCXO		Temperature-Compensated Crystal Oscillator
1412		TDA		Terminal Diode Amplifier
1413		TDB		Traffic Data Base
1414		TDF		Telediffusion de France
1415		TDG		Transmit Data Gate
1416		TDL		Terminal Data Loader
1417		TDL		Terminal Data Loader
1418		TDM		Time Division Multiplex
1419		TDMA		Time Division Multiple Access
1420		TDRSS		Tracking and Data Relay Satellite System
1421		TE		Threshold Extension
1422		XXX		Threshold Extension Demodulator
1423		TEL		Telephone
1424		TEM		Traverse Electromagnetic
1425		TERA		A trillion
1426		TERM		Termination

51

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1427		TES		Transportable Earth Station
1428		TETTO		Toroidal Beam Telemetry Antenna
1429		TFC		Traffic
1430		TFT		Thin Film Transistor
1431		TFU		Timing and Frequency Unit
1432		TG		Telegraph
1433		TGF		Through Group Filter
1434		TH		Telemetry
1435		TIROS		Meteorological Satellite (USA)
1436		TIRS		Thermal Infrared Scanner
1437		TIU		Terrestrial Interface Unit
1438		TIUPIL		Typical Information Use Per Individual
1439		TLP		Transmission Level Point
1440		TM		Telemetry
1441		TNIP		Terrestrial Network Interface Processor
1442		TOC		Television Operating Center
1443		TOCC		Technical and Operational Control Center
1444		TOIRS		Transfer Orbit Infrared Earth Sensor
1445		TOPS		Telemetry Operations
1446		TOS		Transfer Orbit Stage
1447		ToS		Type of Service
1448		TOSSA		Transfer Orbit Sun Sensor Assembly
1449		TOT		Time of Transmission
1450		TP		Test to Point
1451		TP		Transmission Point Level
1452		TPCU		tethered passenger control unit
1453		TPD		Time Pulse Delay
1454		TPMU		touch passenger media unit
1455		TPP		Telecommunications Preparatory Programme
1456		TPS		Takeoff Performance System
1457		TPS		Xxxxxxx Protection System
1458		TPT		Transmission Path Translator
1459		TRAD		Directional Telemetry Antenna
1460		TRANSIT		Navy Navigational Satellite (USA)
1461		TRM		Transmit-Receive Module
1462		TRMA		Time Random Multiple Access
1463		TRMS		TDMA Reference and Monitor Station Services
1464		TRU		transformer rectifier unit
1465		TRU		Transponder Right of Use
1466		TS		Telegraph Service Circuit (CCITT)
1467		TSC		Technical Services Contractor
1468		TSESC		Telegraph Engineering Service Circuit
1469		TSF		Through Supergroup Filter
1470		TSM		Telephony Signaling Module
1471		TSO		Technical Service Order
1472		TSO		technical standard order
1473		TSO		Technical Standard Order
1474		TSP		tail strike protection
1475		TSP		Transmit Shift Pulse
1476		TSS		Tethered Satellite System
1477		TSU		Terminating Signal Xxxx

00

Xxxxxxxx X

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1478		TT AND C		Tracking Telemetry and Command
1479		TTB		Trunk Test Buffer
1480		TTC AND M		Tracking Telemetry Command and Monitoring Station
1481		TTL		Transistor—Transistor Logic
1482		TTP		Trunk Test Panel
1483		TTPB		Trunk Test Panel Buffer
1484		TTS		TDMA Terminal Simulation
1485		TULE		Tulsa Maintenance Base/Station
1486		TV		Television (video and assigned audio)
1487		TVC		Thrust Vector Control
1488		TVEC		Total Vertical Electron Content
1489		TVRO		TV Receive Only
1490		TWLU		terminal wireless LAN unit
1491		TWT		Traveling Wave Tube
1492		TWTA		Traveling Wave Tube Amplifier
1493		TX		Transmit
1494		U		Unidirectional
1495		U/C		Xx-xxxxxxxxx
0000		XXXXX		Xxxxxx Xxxx Xxxxxxxx Telecommunication Organization
1497		UBK		Unblock
1498		UDC		Universal Data Classification
1499		UDTS		Universal Data Transfer Service
1500		UER		Union Europeene Radiodiffusion (European Broadcasting Union)
1501		UFB		Unfit for Broadcast
1502		UHF		Ultra-High Frequency 300-3000 MHz
1503		UIT		Union Internacional de Telcommunicaiones (ITU)
1504		UITP		International Union of Public Transport
1505		UL OR U/L		Uplink
1506		ULD		unit load device
1507		UMS		user-modifiable software
1508		UNCTAD		Conference on Trade and Development (UN)
1509		UNEP		Environment Programme (UN)
1510		UNESCO		Educational Scientific and Cultural Organization (UN)
1511		UNICODEC		Universal Code/Decoder (TV Service)
1512		UNIPEDE		International Union of Producers and Distribution of Electrical Energy
1513		UPS		Uninterrupted Power Supply
1514		URSI		International Union of Radio Science
1515		USB		Universal Serial Bus
1516		USB		United S-Band
1517		USISC		International Service Carriers (USA)
1518		USPHS		United States Public Health Service
1519		UTC		Universal Time Clock
1520		V		volt
1521		V		Volt
1522		VA		Volt Ampere
1523		VAC		volts alternating current
1524		VAN		Value Added Network
1525		VAR		Variation (Magnetic)
1526		VAS		Value Added Service (or VAN)
1527		VAS II		VideoCipher II
1528		VCC		Video Control Center

53

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1529		VCO		Voltage Controlled Oscillator
1530		VCS		video control station
1531		VCTU		variable camber trim units
1532		VDA		Volume Discount Agreement
1533		VDC		Valve Coil Driver
1534		VDDA		Variable Destination Demand Assignment
1535		VDL		VHF data Link
1536		VDU		Visual Data Unit
1537		VELCOR		Velocity Correction
1538		VF		Voice Frequency
1539		VFO		Variable Frequency Oscillator
1540		VFT		Voice Frequency Telegraph
1541		VHF		very high frequency
1542		VHF		Very High Frequency
1543		VHRR		Very High Resolution Radiometer
1544		VIEWDATA		Generic name for a home information system
1545		VISSR		Visible-Infrared Spin Scan Radiometer
1546		VITEAC		Video Transmission Engineering Advisory Committee (USA)
1547		VITS		Verification International Test Signal
1548		VLAN		Virtual Local Area Network
1549		VLF		Very Low Frequency
1550		VLR		Very Low Range
1551		VLSL		Very Large Scale Integrations
1552		VMO		maximum operating velocity
1553		VOD		Video On Demand
1554		VOIP		Voice Over Internet Protocol
1555		VOR		VHF omni directional range
1556		VOR		VLF Omnidirectional Radio Range
1557		VOW		Voice Order Wire
1558		VOX		Intersyllabic Voice Activated Carrier
1559		VPA		Video Public Address/ Video Passenger Announcement
1560		VPA		Video Public Address
1561		VPD		Variable Power Divider
1562		VPF		Vertical Processing Facility (KSC)
1563		VPN		Virtual Private Network
1564		VPN		virtual private network
1565		VRE		Voice Recognition Equipment
1566		VSB		Vestigial Sideband
1567		VSD		vertical situation display
1568		VSDM		Variable Slope Delta Encoding
1569		VSM		Vestigial Sideband Modulation
1570		VSWR		Voltage Standing-Wave Ratio
1571		VTF		Xxx Xxxxxxxxxxx Xxxxxxxxxx
0000		XXX		Video Tape Recording
1573		VU		Volume Unit
1574		W		Watt
1575		W/G		Waveguide
1576		WAN		Wide Area Network
1577		WAN		Wide Area Network
1578		WAN		Wide area Network
1579		WAP		Wireless Application Protocol

54

Appendix K

		Master Technical Compliance Matrix Form
		Glossary/Acronyms

All AA Requirements below should be available by EIS
Item		Definitions		Description
1580		WARC/MR		World Administrative Radio Conference on Maritime Mobile Telecommunications
1581		WARC/ST		World Administrative Radio Conference on Space Telecommunications
1582		WATS		Wide Area Telephone Service
1583		WB		Wideband
1584		WBD		Wide Band Data (Channel)
1585		WBEAF		Wide Band Earth Station Antenna Feed
1586		WBPA		Wideband Power Amplifier
1587		WDC		World Data Center (Rockets and Satellites)
1588		WF		Weighting Function
1589		WG		Waveguide
1590		WGS		world geodetic system
1591		Wi-Fi		Wireless Technology
1592		WiMAX		Worldwide Interoperability for Microwave Access
1593		WISI		World Index of Space Imagery
1594		WMO		World Meteorological Organization (UN)
1595		WMS		World Magnetic Survey
1596		WPA		Wi-Fi Protected Access
1597		WRAU		weather radar antenna unit
0000		XXX		XXX Corporation – Weather Service
1599		WT		Wireless Telegraphy
1600		WWW		World Weather Watch
1601		WXR		weather radar
1602		X		Combined Services (CCITT)
1603		X-BAND		Used loosely to refer to satellites operating in the 8/7 GHz range
1604		XM		Satellite Radio
1605		XMIT		Transmit
1606		XML		Extensible Markup Language
1607		XPD		Cross-polarization Discrimination
1608		XPI		Cross Polar Interference
1609		XPNDR		Transponder
1610		X-POL		Cross-Polarized
1611		XSSF		Scanner Sync Failure
1612		Y/C		Coach or Economy Class
1613		Y/C		Coach Class
0000		XX		Xxxx Xxxx

00

Xxxxxxxx X0X

[***]

56

Appendix M1

Connectivity & Wireless Ent. Service Level Availability
Supplier’s Response: Bidder should utilize as much of this worksheet as needed to provide detailed answers to the requirements shown below. Supplier is encouraged to utilize text, illustrations, architectural documents/diagrams, charts, and tables if necessary insuring that the response is detailed and without ambiguity.
Requirements: Bidder shall provide the proposed service level(s) availability (SLA). Service availability refers to network and system availability and uptime. The availability service level should coincide with the Service Level Agreement that your organization is proposing
		a. Provide the proposed percentage of system availability and uptime
		b. Show how the service availability percentage was calculated
		c. Does the proposed percentage adhere to industry standard system availability using the “nines calculation” vs. a proprietary calculation? If the proposed percentage is not a standard calculation, explain why and provide the equation
		d. Provide your service availability per fleet and per aircraft
		e. Provide what is covered by the SLA
		f. Provide what is not covered by the SLA (i.e. provide all associated exclusions)
[***]

57

Appendix M2

[***]

58

Appendix O

[***]

59

Appendix P

Connectivity Coverage & Future Expansion
Supplier’s Response: Bidder should utilize as much of this worksheet as needed to provide detailed answers to the requirements shown below. Supplier is encouraged to utilize text, illustrations, architectural documents/diagrams, charts, and tables if necessary insuring that the response is detailed and without ambiguity.
Requirements: Bidder shall describe, in detail, proposed coverage areas for EIS and proposed future expansion.
		a.      Note any American Airlines routes that will not have coverage for entry into service b.      Describe specific plans and a timeline to close the coverage gaps c.      Describe the technology used (i.e. Ku, Ka, hybrid, etc) d.      Provide all specific satcom providers that comprise the solution and the coverage area supported by the specific provider
		e.      Provide all specific satcom regulatory status that comprise the solution and the coverage area supported by the specific supplier:
		1.      routes and regions with approvals
		2.      routes and regions where approvals are actively being pursued
		3.      routes and regions where the supplier is without regulatory approval and reasons and steps being pursued to remedy

[***]

60

Appendix R1

Supported Services
Supplier’s Response: Bidder should utilize as much of this worksheet as needed to provide detailed answers to the requirements shown below. Supplier is encouraged to utilize text, illustrations, architectural documents/diagrams, charts, and tables if necessary insuring that the response is detailed and without ambiguity.
Requirements: Bidder shall describe all supported services that are proposed. At a minimum, but not limited to, the following services should be defined and/or described:
a.      Customized Customer Information b.      Live Television c.      Gaming d.      Portal Advertising and Promotions e.      Portal and Portal Applications such as flight information, catalog sales, Live Text news (LTN), food and beverages          etc. g.      System and/or Flight Information f.       AA Operational Support and Applications (i.e. support for Onboard Sales Recorder)i. Whitelisted websites (i.e. XX.xxx) g.      Customer Care (including live chat) h.      ISP i.       Ground Based (terrestrial based solution)—Describe your solution for the uploading and offloading of data to the aircraft including the topics:
1.      Manufacture(s)
2.      Technology(s) including anticipated data rates a.      Cellular (CDMA, XXX, 0X, 0X, 0X, XXXXx, XXX)
0.      Radio Qty
2.      SIM Qty b.      WiFi—802.11 a/g/n/ac ? c.      SATCOM etc.
3.      Global capabilities a.      Coverage per airport location servicing AAL b.      Ability to automatically enable/disable based on geographical or pre-programmed location j.       Describe On-Board Wireless Access Point (WAP) specifications and capabilities:
1.      User Capacity
2.      Bandwidth/Throughput capabilities a.      Per User b.      Per Application (IPTV, Wireless Internet, Web-Browsing) c.      Performance Monitoring and Reporting—supplier shall identify what SNMP data or similar industry standard based information that is being captured, reviewed and trended to monitor the In-Cabin/On-board Wi-Fi network customer experience.
k.      Supplier shall describe how their WAPs and/or system handles load balancing of Wi-Fi users over each WAP and each WAP radio l.       Utilize Appendix O to detail any new LRU’s such as WAPs, Servers, Controllers etc.
n.      Supplier shall identify if their system utilizes Admission Control policies for their IPTV, Wireless Entertainment, and Web-Browsing user’s. If the supplier’s system utilizes Admission Control Policies, please describe in detail how it is implemented. m.     Crew panel / maintenance application via Android, iOS, and or Microsoft platform n.      Text and Talk crew app o.      Reporting capabilities (real time & monthly reports)—timelines for development p.      Other TBD applications or services

61

Appendix R1

[***]

62

Appendix R2

[***]

Operating System:

Windows Server 2008

Linux Suse

Linux Redhat

Debian Linux

Other (please specify)

Server Platform

64Bit

Other (please specify)

Location:

Rack, or

Blade mountable

MCU:

6MCU

Other (please specify)

Processor:

1) Dual Intel® Quad-Core mobile Intel® Core-I7 processors

2) Single Intel® Quad-Core mobile Intel® Core-I7 processor

3) Dual Intel® Core-I5 processorS

2) Single Intel® Core-I5 processor

3) Quad-core Intel® Xeon® processor

Other (please specify)

Memory:

32 Gigabyte

Bus Speed: 1333MHz

Bus Speed: 1600MHz

Speed: DDR2

Speed: DDR3

Other (please specify)

Connectivity:

Wireless (Wi-Fi)

802.11a/g

802.11a/g/n

802.11a/g/n/ac

Cellular

GSM (3g)

GSM (HSPA+) w/USIM

LTE

LTE Advanced

Network:

100BASE-T Ethernet ports (specify quantity)

0000XXXX-X Xxxxxxxx ports (specify quantity)

10GbE Ethernet ports (specify quantity)

Other (please specify)

Storage:

SSD Internal Storage: 000 XX

Xxxxx Xxxxx Drives - 3 x SATA Hot Swappable solid state drives: 2 Terabytes

63

Appendix R2

PCIe Slots: Vendor to specify number of slots

Other (please specify)

Raid Architecture:

0 to 5 capable

Other (please specify)

Drives:

Compact Flash: Expandable to 128GB

USB 2.0 or better: Minimum of four ports front and rear

DVD / Blu-ray

Floppy

Other (please specify)

Fans and Power supplies:

Dual-redundant fans

Dual-Hot swappable power supplies

Other (please specify)

Ports:

VGA (minimum)

RS-232 serial port(s)

PS2 Mouse

PS2 Keyboard

Other (please specify)

IFE: Please repeat above specifications for IFE related servers.

ROADMAP: Please conclude with server Roadmap

[***]

[***]

00

Xxxxxxxx X

SATCOM Antenna & Radome

[***]

Requirement 1:

Describe, in detail, the antenna system that will be implemented with your solution including, but not limited to the following:

a. Describe the current status of radome/antenna development and certification, including timelines of certification processes, qual testing, first-of-type installations (prototypes), and start of revenue service.

b. Describe, in detail, the process to install your antenna.

c. If the Antenna is Ku band only describe, in detail, plans if any to upgrade to Ka band.

d. Describe the proposed design and installation mounting locations.

e. Describe any constraints of antenna installation in proximity to any other aircraft system antennas.

Requirement 2:

ARINC 791 is intended to provide guidance on the interfaces, form, fit and function for a Ku-Band or Ka-band Satellite Communication System. Will your proposed Radome solution be deployed and certified according to ARINC 791?

a. Is the SATCOM Antenna and Radome design ARINC 791 compliant?

b. If not, describe deviations to ARINC 791.

Requirement 3:

b. For in-service aircraft maintenance;

> Define elapsed time to remove, replace, and perform RTS (R&R) on the Supplier’s SATCOM antenna.

> Define required tooling, equipment, safety equipment, and test equipment, to accomplish the (R&R), of the supplier’s SATCOM antenna.

> Define the training necessary for maintenance personnel to accomplish the R&R of the Suppliers SATCOM antenna.

a. Describe, in detail, the lead time and time required for installation.

b. Describe any requirements on aircraft position, fuselage stability, required during installation. For example- can other airframe modification work or repair work be taking place simultaneously? Does the aircraft have to be totally parked inside a hanger?

c. For in-service aircraft (i.e. maintenance tasks);

> Define elapsed time to remove, replace, and perform Return To Service testing (R&R) on the Supplier’s SATCOM antenna.

> Define required tooling, equipment, safety equipment, and test equipment, to accomplish the (R&R), of the supplier’s SATCOM antenna.

> Define the training necessary for maintenance personnel to accomplish the R&R of the Suppliers SATCOM antenna.

[***]

[***]

00

Xxxxxxxx X

66

Appendix T

Additional Warranty Details for each product and fleet

[***]

Requirement: Bidders shall describe in detail any additional information pertaining to warranties for the various product offerings outlined in Appendix A through Appendix G.

[***]

67

Appendix U

Additional Certification and Design Information

[***]

Requirement: Bidders shall describe in detail any special certification and design requirement not captured in American Airlines’s requirements outlined in Appendix A through Appendix G.

[***]

68

Appendix V

Additional Reliability Information

[***]

Requirement: Bidders shall describe in detail any know reliability issues and future plans to resolve those issues.

[***]

69

Appendix W

Additional Wireless Entertainment Information

[***]

Requirement: Bidders shall describe in detail any know limitation of the streaming product. Please document the max number of users and define the assumptions used to generate those numbers. What are your future plans for this product? How will bandwidth be allocated between the Wi-Fi system and the streaming product?

[***]

70