Amendment #5 to the 2Ku In-Flight Connectivity Services Agreement, dated as of July 12, 2017, between Delta Air Lines, Inc. and Gogo LLC

Exhibit 10.1.45

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: [***]

Amendment #5

To the

2Ku In-Flight Connectivity Services Agreement

This Amendment #5 ( “Amendment”) to the 2Ku In-Flight Connectivity Services Agreement is made as of July 12^th, 2017 (“Amendment Date”), by and between Delta Air Lines, Inc. (“Delta”) and Gogo LLC (“Gogo”). Capitalized terms used herein that are not otherwise defined shall have the meanings given to such terms in the Original Agreement (as such term is defined below).

WHEREAS, Delta and Gogo are parties to the 2Ku In-Flight Connectivity Services Agreement dated as of April 1, 2015 (the “Original Agreement”), under which Gogo provides installation of certain equipment and provision of services related to Gogo’s 2Ku Connectivity Services;

WHEREAS, Delta and Gogo, desire to amend the Original Agreement to include the implementation of Internet Protocol TV (“IPTV”) Services on certain Fleet Type A/C;

NOW, THEREFORE, in consideration of the foregoing premises and covenants contained herein, Delta and Gogo agree to amend the Original Agreement as follows:

This Amendment #5 contains the entire understanding among the parties, and supersedes any prior written or oral agreement between them, respecting the subject matter hereof. This Amendment shall be governed by the same laws and in the same manner as the Original Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Amendment Date.

EXHIBIT J

IPTV DESCRIPTION

1.    Implementation of Internet Protocol TV (“IPTV”). In accordance with Article 2.7.3 and this Exhibit J of the Agreement, Delta is electing to enable IPTV on the Fleet Types listed in Table 2-1 below.

Nothing in this Exhibit J shall be interpreted as a commitment by Delta to configure any minimum volume of aircraft or additional fleet types with IPTV. Any additional fleet type will be added by amendment to that fleet’s existing 2Ku or Ku agreement for its inclusion as a 2Ku aircraft, which amendment shall include any mutually agreed costs for such addition.

Once the content is received at the aircraft, Gogo’s [***]. The streams are also formatted and made available to seatback monitor systems, where applicable.

Quality monitoring will be employed at various points in the network to ensure that channels are allocated sufficient [***]. Gogo will employ both [***]. Additionally, the [***].

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In connection with services provided by Gogo under this SOW, Delta shall (a) cause its Content Providers to maintain during the Term, and make all necessary payments for, [***] in connection with the exhibition of any IPTV Content, including licenses for the [***] contained in such IPTV Content including licenses for the [***] contained in such IPTV Content (b) be responsible for maintaining during the Term, and making all necessary payments for, any and all [***] arising from [***], (c) to comply, and will cause its Content Providers to comply, with all laws, rules and regulations requiring closed captioning or MPAA ratings disclosure, or otherwise applicable to the content of the IPTV Content, [***]; provided, however, that [***], and (d) deliver IPTV Content [***]. Delta will defend, indemnify and hold harmless the Gogo Indemnified Parties against and from all suits, judgments, losses, damages, fines, penalties, liabilities or costs (including reasonable attorneys’ fees and expenses) resulting from any claim, suit or demand by any third party, arising out of [***].

If Delta elects to [***].

If Delta elects to [***].

[***]. Delta will provide Gogo written notice if [***]. [***]:

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[***]:

In the event that Gogo and Delta reasonably determine and mutually agree that [***].

[***] set forth under Section 6 above will be [***]. For any partial years, payment will be pro-rated for complete months that the services were provided in that period.

Should IPTV Availability [***]:

The [***] will be calculated based on [***].

In the case that IPTV Availability is [***]. For purposes of the Agreement, Delta’s [***].

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