THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...Manufacturing Services and Product Supply Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • California
This Manufacturing Services and Product Supply Agreement (the “Agreement”) is entered into effective September 4, 2007 (“Effective Date”) by and between AirCell LLC, a Delaware limited liability company (“Customer”), with its principal place of business at 1250 N. Arlington Heights Road, Suite 500, Itasca, IL 60143, and QUALCOMM Incorporated, a Delaware corporation (“QUALCOMM”), with its principal place of business at 5775 Morehouse Drive, San Diego, California 92121-1714, with respect to the following facts:
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Development Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • California
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...In Flight Connectivity Services Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • New York
This Amended and Restated In-Flight Connectivity Services Agreement (including the Exhibits hereto, the “Agreement”) is made effective as of April 7, 2011 (the “Restatement Effective Date”), between Delta Air Lines, Inc., a Delaware corporation with its principal place of business at 1030 Delta Boulevard, Atlanta, GA 30354-1989 (“Delta”), and Aircell LLC, a Delaware limited liability company with offices located at 1250 N. Arlington Heights Road, Suite 500, Itasca IL 60143 (“Aircell”).
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...Manufacturing Services and Supply Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec
This Amendment No. 2 to the Manufacturing Services and Product Supply Agreement (this “Amendment No. 2”) is made and entered into as of April 8, 2011 (the “Amendment No. 2 Effective Date”) by and between QUALCOMM Incorporated having a place of business at 5775 Morehouse Drive, San Diego, California, 92121 (“QUALCOMM”), and AIRCELL LLC, a Delaware limited liability company, having a place of business at 1250 North Arlington Heights Rd. Suite 500, Itasca, IL 60143 (“Customer”).
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Product Development and Manufacturing Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • Illinois
This PRODUCT DEVELOPMENT AND MANUFACTURING AGREEMENT dated October 3, 2011 is between Gogo LLC, a Delaware limited liability, with a principal place of business located at 1250 N. Arlington Heights Road, Itasca, IL 60143, (“Gogo”) and XipLink, Inc, a Canadian Controlled Private Corporation based in the province of Quebec, with a principal place of business located at 3981 St. Laurent Blvd. Suite 800, Montreal, Quebec, Canada H2W 1Y5 (“XipLink”).
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Master Service Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • New York
INTELSAT CORPORATION (“Intelsat”), a company incorporated under the laws of the State of Delaware with offices at 3400 International Drive, N.W., Washington, D.C. 20008;
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Product Manufacturing and Purchase Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • Delaware
This PRODUCT MANUFACTURING AND PURCHASE AGREEMENT (this “Agreement”) dated May 8, 2012, is between Gogo LLC, a Delaware limited liability corporation, with a principal place of business located at 1250 N. Arlington Heights Road, Suite 500, Itasca, IL 60143 (“Gogo”) and AeroSat Avionics LLC, a Delaware limited liability corporation, with a principal place of business located at 62 Route 101A, Amherst, NH 03031 (“AeroSat”). Gogo and AeroSat may be referred to herein individually as a “Party” or collectively as the “Parties.”
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...International in-Flight Connectivity Services Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • New York
This International In-Flight Connectivity Services Agreement (including the Exhibits hereto, the “Agreement”) is made effective as of March 20, 2013 (the “Effective Date”), between Delta Air Lines, Inc., a Delaware corporation with its principal place of business at 1030 Delta Boulevard, Atlanta, GA 30354-1989 (“Delta”), and Gogo LLC, a Delaware limited liability company with offices located at 1250 N. Arlington Heights Road, Suite 500, Itasca IL 60143 (“Gogo”).
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT NUMBER 21078Master Services Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec
This Amendment (the “Amendment) is made as of the date of the last signature hereto (the “Effective Date”) by and between Intelsat Corporation (“Intelsat”), a company incorporated under the laws of Delaware, with offices located at 3400 International Drive, Washington, DC 20008 and Gogo LLC (“Customer”), a company incorporated under the laws of Delaware, with offices located at 1250 N. Arlington Heights Road, Suite 500, Itasca, IL 60143 (each individually referred to as a “Party” and collectively as the “Parties”).
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Development Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec
This Amendment No. 3 to the Development Agreement (this “Amendment No. 3”) is made and entered into as of September 23, 2011 (the “Amendment No. 3 Effective Date”) by and between QUALCOMM Incorporated, having a place of business at 5775 Morehouse Drive, San Diego, California, 92121 (“Qualcomm”), and Gogo LLC (f/k/a Aircell LLC), a Delaware limited liability company, having a place of business at 1250 North Arlington Heights Rd. Suite 500, Itasca, IL 60143 (“Gogo”).
GUARANTEE AND COLLATERAL AGREEMENT made by AIRCELL BUSINESS AVIATION SERVICES LLC GOGO LLC and GOGO INTERMEDIATE HOLDINGS LLC, and certain of their Subsidiaries in favor of MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent Dated as of June 21, 2012Guarantee and Collateral Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 21, 2012, among each of the signatories hereto designated as a Grantor on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, the “Grantors”), MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent (in such capacity and together with its successors and assigns in such capacity, the “Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AIRCELL BUSINESS AVIATION SERVICES LLC, a Delaware limited liability company (“BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings” and, together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), the Lenders,
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Product Development and Manufacturing Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec
This Amendment No. 1 (this “Amendment”) to Product and Manufacturing Agreement dated October 3, 2011 between Gogo LLC (“Gogo”) and XipLink, Inc. (“XipLink”) (“Agreement”) allows Gogo to purchase the XA-30K software on an IBM blade server platform; XS-SL/B (Server license for large system—BSD operating system)
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...In Flight Connectivity Services Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec
This Amendment #1 (the “Amendment”) to the Amended and Restated In Flight Connectivity Services Agreement effective as of April 7, 2011 (the “Agreement”) between Delta Air Lines, Inc. (“Delta”) and Gogo LLC (f/k/a Aircell LLC) (“Gogo”) is entered into by the parties as of September 27, 2011 (the “Amendment #1 Effective Date”).
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Credit Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 4, 2013 (this “First Amendment”), to the Credit Agreement referred to below among the Borrowers (as defined below), the other Loan Parties, the Administrative Agent (as defined below), the Collateral Agent (as defined below), the Required Lenders referred to herein and the Upsized Lenders (as defined below).
CREDIT AGREEMENT dated as of June 21, 2012 among AIRCELL BUSINESS AVIATION SERVICES LLC, GOGO LLC and GOGO INTERMEDIATE HOLDINGS LLC, as Borrowers The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as...Credit Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec • New York
CREDIT AGREEMENT, dated as of June 21, 2012, among AIRCELL BUSINESS AVIATION SERVICES LLC, a Delaware limited liability company (“BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings” and, together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”).
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 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Product Development and Manufacturing Agreement • May 9th, 2013 • Gogo Inc. • Communications services, nec
This Amendment No. 2 (this “Amendment”) to the Product and Manufacturing Agreement dated October 3, 2011 between Gogo LLC (“Gogo”) and XipLink, Inc. (“XipLink”), and as amended by Amendment No. 1, dated October 31, 2012 (collectively, the “Agreement”) allows Gogo to purchase XipLinks ‘Disparate Path Bonding (DPB) Software’ for the Gogo internally branded project called, “ATG4+Ku.” Gogo’s ATG4+Ku program has both an ATG4 and Ku solution on a single aircraft allowing for global coverage, and leveraging the lower cost associated with ATG. From a channel bonding standpoint; Gogo is expected to support a smooth, uninterrupted transition of data flow when transitioning from Ku to ATG uplinks.
