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: [***]

EX-10.1.31 2 d173197dex10131.htm EX-10.1.31 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 ###-###-####    Facsimile: +31 70 ###-###-####
Telephone: +1 ###-###-####    Telephone: +31 70 ###-###-####
Email: ***@***    Email: ***@***

 

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 ###-###-####: 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 ###-###-####, 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: ___