Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 5, 2020, Gogo LLC ("Gogo"), an indirect wholly owned subsidiary of Gogo Inc. (the "Company"), entered into Amendment No. 6 (the "Amendment") to the 2Ku In-Flight Connectivity Services Agreement, dated as of April 1, 2015 (as previously amended, the "2Ku Agreement"), between Gogo and Delta Air Lines, Inc. ("Delta"), which is attached hereto as Exhibit 10.1. The Amendment provides for (i) the early expiration of the 2Ku Agreement on a fleet-by-fleet staggered schedule beginning in November of 2020 and running through July of 2022 and (ii) deletion of Section 11.2.7 of the 2Ku Agreement, which gave Delta the right to terminate the 2Ku Agreement if, among other things, a materially improved in-flight connectivity product becomes commercially available and the failure to offer that alternative would likely cause Delta competitive harm. The following disclosure regarding the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.

The Company is issuing the following statement regarding the Amendment and related matters:





    •    The Amendment comes in the course of discussions between Gogo and Delta
         for the provision of free Wi-fi service to passengers on Delta aircraft.




        o   The current 2Ku Agreement is a "turnkey" contract, and provides Gogo
            commercial control of Wi-fi offerings on certain aircraft in return
            for Gogo subsidizing the installation of equipment on those aircraft
            and paying a royalty to Delta.




        o   In order for Delta to provide free Wi-fi services, Delta must control
            the commercial relationship with its passengers under an "airline
            directed" contract, and in turn pay directly for the provision of
            in-flight connectivity services.




    •    Delta has informed Gogo that since it will be paying for Wi-fi services
         under the airline directed business model it is a strategic procurement
         imperative that it diversify its provider base in order to generate
         competition between providers, and that it intends to split its fleet
         between Gogo and a competitor.




    •    Delta has also informed Gogo that it does not believe there is currently
         enough Ku satellite capacity over North America to meet its extensive
         user experience expectations for free Wi-fi service on its desired
         timeline.




    •    In order to meet Delta's expansive capacity needs, Gogo has been working
         on a Ka solution to augment its 2Ku solution, and has made significant
         progress on that offering, which is expected to include a cost-effective
         overnight conversion from a 2Ku installation to a 2Ka installation.




    •    The 2Ku Agreement covers 575 predominately single-aisle, mainline jets
         that fly routes in North America. Gogo also has contracts with Delta for
         approximately 694 additional Delta aircraft, consisting of twin aisle
         jets that fly international routes using Ku satellite capacity and a mix
         of older mainline aircraft and regional jets flying domestic routes
         utilizing the Gogo ATG network.




    •    Gogo notes that most commercial airlines have multiple suppliers for
         in-flight connectivity and that at Gogo airline partners that provide
         Gogo with customer satisfaction data, the Gogo 2Ku product outperforms
         all competitive offerings.

Oakleigh Thorne, the Company's President and CEO, concluded the statement by saying:

Though we do not relish the idea of having a competitor join us at Delta, this amendment gives us time to complete our 2Ka offering and add capacity to our 2Ku network and will enable us to compete effectively for the fleets in question.

We are also very pleased to see Delta's continued focus on providing free Wi-fi despite the impact of COVID-19 and view that as a positive for the in-flight connectivity industry as it will drive demand.

We look forward to continuing to work with Delta to drive its vision.

Cautionary Note Regarding Forward-Looking Statements

Certain disclosures in this report include "forward-looking statements that are based on management's beliefs and assumptions and on information currently available to management. Most forward-looking statements contain words that identify them as forward-looking, such as "anticipates," "believes," "continues," "could," "seeks," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions and the negatives of those terms that relate to future events. Forward-looking statements involve known and unknown risks, trends and uncertainties, many of which may be beyond our control, that may cause the Company's actual results, performance, achievements or future liquidity to be materially different from any projected results, performance, achievements or future liquidity expressed or implied by the forward-looking statements. Such risks, trends and uncertainties include those described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 13, 2020 and in Item 1A of its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020. Any one of these factors or a combination of these factors could materially affect the Company's financial condition or future results of operations and could influence whether any forward-looking statements contained in this report ultimately prove to be accurate. The Company's forward-looking statements are not guarantees of future performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.





Exhibit No.                                  Description

10.1                Amendment No. 6 to the 2Ku In-Flight Connectivity Services
                  Agreement, dated as of June 5, 2020, by and between Gogo LLC and
                  Delta Air Lines, Inc.

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