Amendment Two (to Unified In-Flight Connectivity Hardware,
Services and Maintenance Agreement)
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 TWO (TO UNIFIED IN-FLIGHT CONNECTIVITY HARDWARE,
SERVICES AND MAINTENANCE AGREEMENT)
This Amendment Two (this Amendment) to the Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement, dated as of February 1, 2017, as previously amended (as so amended, the Original Agreement), by and between American Airlines, Inc. (American) and Gogo LLC (Gogo) (collectively the Parties and individually a Party), is made and entered into as of the 24th day of August, 2017 (the Effective Date).
WHEREAS, American and Gogo desire to extend the scope of the Original Agreement to include the installation of the 2Ku Solution and provision of certain Gogo Services on [***], as well as make certain other amendments to the Original Agreement (including the addition of a certain term inadvertently omitted from the Original Agreement), all on the terms detailed in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein, American and Gogo agree as follows:
|1 || |
Scope Extension. American hereby elects the option set forth in Section 2.1(x) of the Original Agreement for the aircraft set forth in Exhibit A attached hereto (the Additional 757s). Accordingly, the term 2Ku Fleet as used in the Original Agreement shall include the Additional 757s, and the chart included as Exhibit A attached hereto shall be incorporated into the Unified Agreement as Exhibit A-1-A thereto.
|2 || |
Return of Unused Shipsets. Gogo originally shipped and American purchased [***] Shipsets. American acknowledges that it previously was deemed to accept such Shipsets pursuant to Section 7.5 of the Original Agreement. [***], the Parties agree that American will install and activate [***] of the Shipsets and shall ship the Shipsets in their original packaging back to Gogo at Americans expense following receipt of a RMA from Gogo. For each shipset Gogo receives on or before [***], Gogo shall inspect such shipsets by [***]. For each shipset received after [***], Gogo will have [***]. Upon inspection, Gogo shall notify American of any missing or damaged parts, failing which Gogo shall be deemed to have accepted the Shipsets [***]. In the event Gogo timely provides notice of any missing parts, American will attempt to locate the missing parts and if it does so will ship such parts back to Gogo at
American Airlines Confidential and Proprietary