EX-10.1.31



 Exhibit 10.1.31 

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: [***] 
 CONTRACT#:
104149-0000 
 SERVICE ORDER 

This Service Order is submitted by Gogo LLC (“Customer”) to New Skies Satellites B.V. (“SES”) in accordance
with the terms and conditions of that certain Master Services Agreement executed between Customer and SES dated 17 August, 2012, as amended by Amendment No. 1 dated 30 November, 2012 (the “MSA”). 

 

	A.	Notice Information. 

  

			
	Customer	  	SES:
	111 North Canal Street, Ste. 1500	  	Rooseveltplantsoen 4
	Chicago, IL 60606	  	2517 KR The Hague
	USA	  	The Netherlands
	Attn: Anand Chari	  	Attn: Legal Services, Commerical
	Facsimile: +1 630 517 5414	  	Facsimile: +31 70 306 4280
	Telephone: +1 630 517 5614	  	Telephone: +31 70 306 4100
	Email: achari@gogoair.com	  	Email: Customer.notices@ses.com

  

	B.	Service Description. 

 SES shall provide Customer with the satellite services in
accordance with the Service Specifications set forth below (“Service”). 
  

					
	 Satellite:
	 	 Orbital Location:
	 	 Orbital Tolerances:

	SES-14	 	[***]	 	[***]

 SES Fleet Satellite: The SES Satellite utilized to provide the Service is an SES Global Fleet
Satellite. 
 [***] 
  

	C.	Service Specifications. 

  

											
	 Ramp
Stage
	  	 Start Date – End Date
	  	Spot
Beam	  	Atlantic
Wide
Beam	  	Total	  	Monthly
Service
Fee
	1	  	 Commencement Date –
 one day prior to the
four (4) month anniversary of the Commencement Date
	  	[***]	  	[***]	  	[***]	  	[***]
	2	  	 the four (4) month anniversary of the Commencement Date –

one day prior to the eight (8) month anniversary of the Commencement Date
	  	[***]	  	[***]	  	[***]	  	[***]


  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
	Gogo SES-14 Service Order 12Feb2016 CLEAN	  	 	SES initials: ___	  









 CONTRACT#: 104149-0000 
  

											
	3	  	 the eight (8) month anniversary of the Commencement Date –

one day prior to the twelve (12) month anniversary of the Commencement Date
	  	[***]	  	[***]	  	[***]	  	[***]
	4	  	 the twelve (12) month anniversary of the Commencement Date –

one day prior to the eighteen (18) month anniversary of the Commencement Date
	  	[***]	  	[***]	  	[***]	  	[***]
	5	  	 the eighteen (18) month anniversary of the Commencement Date –

End Date
	  	[***]	  	[***]	  	[***]	  	[***]

 [***] 

Additional Service Specifications are contained in Attachment A to this Service Order. 

 

	D.	Service Term; Fees. 

 Commencement Date: The Commencement Date will be the
commercial operation date of the Service, as declared by SES after the successful launch, testing, and in-orbit deployment of the Satellite at the Orbital Location. SES will keep Customer reasonably apprised on the status of the satellite including
the estimated Commencement Date and provide notice to the Customer of the actual date that the satellite is available for commercial operation. 

End Date: On the date that is the tenth (10th) anniversary of the
Commencement Date. 
 Monthly Service Fee: The monthly Service Fee will be based on the applicable rate set forth in Attachment
B to this Service Order. Customer shall make each and every payment monthly in advance, on or before the last business day of the month preceding the month in which Service is provided, and all such payments shall be made without offset,
withholding or deduction of any kind. 
 [***] 

The Service Fee payment conditions and Security have been agreed between the Parties based on Customer’s credit rating at the time of
execution of this Service Order. Delays in the fulfillment of Customer’s obligations (including required payments due upon execution) may cause delays in the commencement of Service, but will not delay the Commencement Date for payment
purposes. 
  

	E.	Other Applicable Terms and Conditions. 

 Capture Team. In a side letter being
entered into concurrently with the execution of this Service Order, each Party is designating a minimum of three (3) contacts each to be part of a team (the “Capture Team”) which will coordinate items of mutual interest pertaining to
the Service, including capacity requirements and availability, satellite topology and restoration capability with respect to beams used or considered for the Service, technical and operational implementation, issue resolution, and SES’s nominal
fleet deployment plans to replace the Satellite, whether upon a launch failure, at end of life or otherwise. One or more of a Party’s designated contacts may be changed upon notice to the other Party and such notice will designate a replacement
person at an equivalent level. The Capture Team shall meet at least two (2) times per calendar year or as otherwise agreed by the Parties, and shall meet reasonably promptly upon the request of either Party. 

Confirmed Outage: SES will provide Customer with a [***] plan within [***] of an unresolved Confirmed Outage.[***]. The rights under
this paragraph are in addition to the Parties’ termination rights under Subsection 8(a) of the MSA. 

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
	 Gogo SES-14 Service Order 12Feb2016 CLEAN
	  	 	SES initials: ___	  









 CONTRACT#: 104149-0000 
  

[***] 
 Teleport Services:
SES agrees to provide teleport services reasonably sufficient to support the Service. [***]. In the negotiation of the definitive agreement for such teleport services, the Parties agree to discuss, in good faith, the possible mitigation of
additional costs and expenses, provided that Customer understands and agrees that (a) such mitigation efforts may not be successful, and (b) the absence of mitigation efforts will not excuse the execution of the definitive agreements for
teleport services. The agreement between the Parties regarding teleport services will be set forth in a separate Service Order, under the terms and conditions of the MSA and consistent with this paragraph. If the Parties cannot agree on terms other
than those set forth in this paragraph, such terms will be generally consistent with existing terms and conditions between the Parties with respect to teleport services. 

Health Reports: SES will provide Customer with a report, no less frequently than each calendar quarter during the Service Term, on the
health status of the Satellite, highlighting any health status changes from the prior quarterly report. 
 [***] 

[***] 
 [***] 

Service Order 103737-0000: Within thirty (30) Days of countersignature of this Service Order or the SES-15 Service Order,
whichever is later, the Parties will amend Service Order 103737-0000, dated 20 January 2016, under which Customer may elect to [***]. The amendment will be effective as of the date of countersignature of this Service Order or the SES-15 Service
Order, whichever is later. 
 [***]. 

Licensing and Coordination:[***] 

Acknowledgments: Customer acknowledges that the Satellite has not been launched at the time of execution of this Service Order. SES
does not assume any liability or obligation in the event the commencement of the Service is for any reason delayed or modified or does not occur. Customer acknowledges and agrees that it shall not be entitled to seek specific performance to compel
SES to cause any satellite (whether or not in orbit), including SES-15, to be constructed, launched or made commercially operational at any orbital location. The Parties acknowledge that (i) the Satellite is a SES Global Fleet Satellite and the
provisions of Appendix C (Additional Terms and Definitions for North American Fleet Satellites) of the MSA do not apply to this Service Order; (ii) the provisions in Section 1 (Service Orders) of the MSA regarding third party terms and
conditions are not applicable to this Service Order (except to the extent third party teleport services are contracted as contemplated herein); and (iii) for purposes of this Service Order, the term “available” and
“availability” mean as determined by SES in its sole discretion. 
 Conditions: This Agreement is subject to the
Parties’ execution of the SES-15 Service Order, on or before the execution date of this Service Order, failing which this Agreement shall be void ab initio and the Parties shall have no further obligations or liabilities to each other
under this Agreement. 
 The services ordered pursuant to this Service Order are provided subject to the terms and conditions described in
the MSA, including the applicable appendices attached thereto. Termination of the MSA will not affect the performance obligations of the Parties with respect to this Service Order or the applicability of the terms and conditions set forth in the MSA
to this Service Order. 
  

									
	GOGO LLC	 		 	NEW SKIES SATELLITES B.V.
					
	By:	 	/s/ Tim Joyce	 		 	By:	 	/s/ U. Bowsma


  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
	 Gogo SES-14 Service Order 12Feb2016 CLEAN
	  	 	SES initials: ___	  









 CONTRACT#: 104149-0000 
  

 

									
	Name:	 	Tim Joyce	 		 	Name:	 	U. Bowsma
	Title:	 	VP RF Engineer	 		 	Title:	 	Director
	Date:	 	February 16, 2016	 		 	Date:	 	February 18, 2016
					
		 		 		 	By:	 	/s/ DE Hauwer
		 		 		 	Name:	 	DE Hauwer
		 		 		 	Title:	 	Director
		 		 		 	Date:	 	February 18, 2016


  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
	 Gogo SES-14 Service Order 12Feb2016 CLEAN
	  	 	SES initials: ___	  









 [ATTACHMENT A: SERVICE SPECIFICATIONS FOR CAPACITY ON SES-14] 

 

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
		  	 	SES initials: ___	  









 ATTACHMENT B: MONTHLY SERVICE FEES 

 

			
	 HTS Capacity
	  	 Rate

(per MHz per month)

	SES-15 Spot Beams	  	[***]
	SES-15 Wide Beams	  	[***]
	SES-15 Broadcast Beams	  	[***]
	SES-14 Spot Beams	  	[***]
	SES-14 Wide Beams	  	[***]
	SES-12 Spot Beams	  	[***]
	SES-12 Wide Beams	  	[***]
		
	 Non-HTS Capacity
	  	 Rate

(per MHz per month)

	[***]	  	[***]
	[***]	  	[***]

  

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
		  	 	SES initials: ___	  









 ATTACHMENT A: SERVICE SPECIFICATIONS FOR CAPACITY ON SES-14 

This attachment contains the Service Specifications for the Capacity on SES-14. The performance and configurations identified in this attachment are subject
to variation, and may be updated as appropriate throughout the satellite construction program and through in-orbit testing. However, notwithstanding the prior sentence, or any other references in this Attachment A to updating or adjustment of
performance, configuration or other specifications relating to SES-14 or set forth herein, to the extent such updates or adjustments are made or proposed to be made which would reduce the performance or configuration of SES-14 used to provide the
Service below the values set forth in this Attachment A, [***]. For the avoidance of doubt, any changes to the [***] are subject to the mutual written agreement of the Parties. 

Following execution by both Parties of this Service Order, [***] 
  

	I.	Service Description of SES-14 

 The SES-14 Capacity is configured as follows: 

[***] 
  

	II.	SES-14 (at [***]) 

 HTS Ku-Band User Beams 

The HTS Ku-band user beams are shown in Figure 1. 
 [***] 

User Beam Performance 
 [***] 

[***]Figure 2: SES-14 Beam Cell Definitions 
 [***] 

Communications Channel SFD 
 HTS User Beams 

SES will determine the communications channel gain setting and operational modes associated with the SFD operational levels. 

[***] 
 Atlantic Beam (Atlantic Return) 

The Saturating Flux Density (SFD) of the return transponder, (from Atlantic Beam to Ku Gateway) shall be defined as 

[***] 
  

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
		  	 	SES initials: ___	  









 SES14 Atlantic Beam transponders are designed with an operational range of [***] dB. 

[***]. 
 HTS User Beams - Co-frequency
Interference 
 [***]. The actual range may vary slightly from expected levels. 

[***]. 
 HTS User Beam Spectrum 

[***] 
 Gateway Beams 

[***] 
 [***] 

The spectrum identified for the gateway beams is as follows: 
  

	 	•	 	Uplink: [***] GHz and [***] GHz 
Downlink: [***] GHz 

 [***]. Locations will all support the level of
service set forth in this Attachment A. 
 Atlantic Beam 

[***]. Actual performance may vary slightly from depicted levels. 

[*** ] 
 [***] 

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
		  	 	SES initials: ___	  









 III. SES-14 HTS Beam Capacity Commitments. 

The [***] is set forth in Table C. 

Table C: [***] Capacity 

[***] 
 [***] 

[***]. 
 SES reserves the right to modify the capacity allocation
to optimize beam loading in accordance with Section B (Service Description) of the Service Order. 
 SES-14 Atlantic Beam Capacity
Commitments 
  

							
	 Satellite
	 	 GW Location
	 	 Beam
	 	 Allocated Forward BW

	SES14	 	[***]	 	[***]	 	[***]

 IV. Spectrum, Coordination, and ASI Environment 

Orbital Slot 
 The limitations set forth in this
Section III are provided for the [***] orbital location. 
 Downlink EIRP Spectral Density 

The maximum downlink EIRP density constraint for the identified beams is: 

[***] 
 These constraints are specific to the identified beams.

 Uplink Spectral Density Constraints 
 The
uplink constraints for the user beams are: 
 [***]where q is the off-axis angle (in degrees) towards the
adjacent satellite in the direction of the geostationary orbit. It is also noted that over the United States and for United States licensed earth stations, q starts at 1.5 degrees off-axis regardless of
the position of the adjacent satellite. 
 NASA Space research constraint: 

[***] 
 [***] 

Adjacent Satellite Environment 
 The peak
permissible downlink EIRP density levels from 50°E and 45°W are: 
 [***] 

[***] 
 Gateway Beams 

[***] 

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
		  	 	SES initials: ___	  









 V. Polygon Tables 

[***] 

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
		  	 	SES initials: ___