EX-10.2





 Exhibit 10.2 

EXECUTION VERSION 
 LIMITED
CONSENT 
 This LIMITED CONSENT (this “Consent”) is entered into as of November 30, 2020, by and among GOGO
INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Intermediate Holdings”), GOGO FINANCE CO. INC., a Delaware corporation (together with Intermediate Holdings, the “Borrowers” and each individually, a
“Borrower”), the financial institutions listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). 

RECITALS 

A.    The Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent are
party to that certain Credit Agreement dated as of August 26, 2019 (as amended by Amendment No. 1, dated as of November 6, 2020 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the
“Existing Credit Agreement”, and as modified by this Consent, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Consent shall have the meanings ascribed to them by the Credit
Agreement. 
 B.    The Borrower Representative has informed the Administrative Agent of the proposed sale (the
“Sale”) by Gogo Inc., a Delaware corporation (the “Seller”), pursuant to that certain Purchase and Sale Agreement, dated as of August 31, 2020, by and between the Seller and Intelsat Jackson Holdings S.A., a
société anonyme organized under the laws of the Grand Duchy of Luxembourg, as buyer, the “Sale Agreement”), of 100% of the Equity Interests of Gogo LLC and Gogo International Holdings LLC (together with their
respective Subsidiaries, the “Target Companies”). 
 C.    The Borrower Representative has requested
that the Lenders consent to the Sale notwithstanding that the fair market value of all assets Disposed of in connection therewith would exceed the limitation of $15,000,000 per fiscal year set forth in Section 6.05(h) of the Credit Agreement.

 D.    The Lenders are willing to consent to consummation of the Sale on the terms and conditions set forth below.

 Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as
follows: 
 1.    Limited Consent. 

(a)    Notwithstanding anything contained in Section 6.05(h) of the Credit Agreement to the contrary,
the Lenders hereby consent to the consummation of the Sale pursuant to the Sale Agreement; provided that such Sale is made for fair value and at least 75% cash consideration. 

(b)    The consent in the foregoing clause (a) shall be effective only to the extent specifically set
forth herein and shall not (a) be construed as a consent to any breach, Default or Event of Default other than as specifically set forth herein nor as a consent to any breach, Default or Event of Default of which the Lenders have not been
informed by the Loan Parties, (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Consent, (c) be deemed a
consent to any transaction or future action on the part of the Loan Parties or (d) except as consented hereby, be deemed or construed to be a consent to or release of, 












 
or a limitation upon, the Administrative Agent’s or any Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a
consequence of any Default or Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved. 

2.    Representations and Warranties of the Borrowers. Each Borrower represents and warrants that as of the
Effective Date (as defined below): 
 (a)    The execution and delivery by the Borrowers of this Consent,
and the performance by the Loan Parties of this Consent and the Credit Agreement have been duly authorized by all necessary organizational action and that this Consent and the Credit Agreement are legal, valid and binding obligations of the Loan
Parties enforceable against the Loan Parties in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law; 
 (b)    The
representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by any
materiality qualifier (including Material Adverse Effect)) with the same effect as though made on and as of the date hereof, unless such representation and warranty is made as of a specific date, in which case such representation and warranty shall
be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by any materiality qualifier (including Material Adverse Effect) on and as of such earlier date; and 

(c)    No Default or Event of Default has occurred and is continuing, nor would result from the
consummation of the Sale. 
 3.    Conditions to Effectiveness. This Consent shall become effective on the date
(the “Effective Date”) upon which all of the following conditions have been satisfied: 

(a)    the Administrative Agent shall have received duly executed copies of this Consent from each of the
Borrowers, the Lenders and the Administrative Agent; 
 (b)    the Administrative Agent shall have
received duly executed copies of a Reaffirmation of Loan Guaranty and Collateral Documents in the form of Exhibit A hereto (the “Reaffirmation”) from each of the Loan Parties (other than the Borrowers and the Target
Companies); 
 (c)    the Loan Parties shall have paid all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) of the Administrative Agent payable pursuant to Section 9.03 of the Credit Agreement; 

(d)    the Parent shall have delivered to the Administrative Agent and each Lender an updated Borrowing
Base Certificate and any related information required by Section 5.01(g) of the Credit Agreement, giving pro forma effect to the Sale and the release of Borrowing Base Parties in connection therewith, and shall have made any required
prepayments pursuant to Section 2.11(b) of the Credit Agreement as a result thereof; 












 (e)    after giving effect to the Sale and the payment
of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, the Availability shall not be less than $7,500,000; 

(f)    the Administrative Agent shall have received a copy of the plan and forecast (including a projected
consolidated balance sheet, income statement and cash flow statement) of the Parent for each of the first four fiscal quarters ending after the Effective Date, giving pro forma effect to the Sale and the release of Borrowing Base Parties in
connection therewith, in form reasonably satisfactory to the Administrative Agent; and 
 (g)     the
Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or their respective counsel may have reasonably requested. 

4.    Reference to and Effect Upon the Loan Documents. 

(a)    Except as specifically set forth herein, the Existing Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed. This Consent and the Reaffirmation shall each constitute a Loan Document. 

(b)    The execution, delivery and effectiveness of this Consent shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. 

5.    Costs and Expenses. Each Borrower hereby affirms its obligation under Section 9.03 of the Credit
Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the
preparation, negotiation, execution and delivery of this Consent, including but not limited to the reasonable fees, charges and disbursements of counsel for the Administrative Agent with respect thereto. 

6.    Reaffirmation of Obligations. Each Borrower hereby ratifies the Credit Agreement and acknowledges and
reaffirms (a) that it is bound by all terms of the Credit Agreement, (b) that it is responsible for the observance and full performance of the Secured Obligations and (c) all Liens on the Collateral which have been granted by it in
favor of the Administrative Agent (for itself and the other Secured Parties) pursuant to any of the Loan Documents, and all filings made with a Governmental Authority in connection therewith. 

7.    Governing Law. This Consent shall be construed in accordance with and governed by the law of the State of New
York. 
 8.    Headings. Section headings in this Consent are included herein for convenience of reference only
and shall not constitute a part of this Consent for any other purposes. 
 9.    Counterparts. This Consent may
be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Consent by facsimile
transmission or electronic mail shall be effective as delivery of manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Consent or in any other certificate,
agreement or document related to this Consent shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other
electronic signatures (including, without limitation, DocuSign and AdobeSign). The 












 
use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means)
shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. 

[signature pages follow] 












 IN WITNESS WHEREOF, the parties have executed this Consent as of the date and year first
above written. 
  

			
	GOGO INTERMEDIATE HOLDINGS LLC
		
	By:	 	 /s/ Marguerite M. Elias





			
	 Name:
 Title:
	 	 Marguerite M. Elias
 Executive Vice President,
General Counsel and Secretary

	
	GOGO FINANCE CO. INC.


 
			
		
	By:	 	 /s/ Marguerite M. Elias





			
	 Name:
 Title:
	 	 Marguerite M. Elias
 Executive Vice
President, General Counsel and Secretary



 Signature Page to Limited Consent 












 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
		
	By:	 	 /s/ Jerome Prince





			
	 Name:
 Title:
	 	 Jerome Prince
 Authorized
Signer



 Signature Page to Limited Consent 












 
			
	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender


 
			
		
	By:	 	 /s/ Jonathan Kerner





			
	 Name:
 Title:
	 	 Jonathan Kerner
 Vice President




  
 Signature Page to Limited
Consent 













 EXHIBIT A 

FORM OF REAFFIRMATION OF LOAN GUARANTY AND COLLATERAL DOCUMENTS 

REAFFIRMATION OF LOAN GUARANTY AND COLLATERAL DOCUMENTS 

Each of the undersigned acknowledges receipt of a copy of that certain Limited Consent dated as of the date hereof (the
“Consent”) relating to the Credit Agreement dated as of August 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) referred to therein, consents to the
Limited Consent and each of the transactions referenced therein, hereby reaffirms (a) its obligations under the Loan Guaranty and each Collateral Document to which it is a party and (b) all Liens on the Collateral which have been granted
by it in favor of the Administrative Agent (for itself and the other Secured Parties) pursuant to any of the Loan Documents, and all filings made with a Governmental Authority in connection therewith. Capitalized terms used herein, but not otherwise
defined herein, shall have the meanings ascribed to such terms in the Credit Agreement. 
 This Reaffirmation of Loan Guaranty and
Collateral Documents shall be governed by, and construed in accordance with, the laws of the State of New York. 
 Dated as of November 30, 2020 

[signature page follows] 












 
			
	GOGO INC.


 
			
		
	By	 	  

	Name:
	Title:


 
			
	
	AC BIDCO LLC


 
			
		
	By	 	  

	Name:
	Title:


 
			
	
	GOGO BUSINESS AVIATION LLC


 
			
		
	By	 	  

	Name:
	Title:


 
			
	
	GOGO CONNECTIVITY LTD.


 
			
		
	By	 	  

	Name:
	Title:


 
			
	
	GOGO ATG LLC


 
			
		
	By	 	  

	Name:
	Title:



  
 Signature Page to
Reaffirmation of Loan Guaranty and Collateral Documents