Intelsat and Gogo LLC Transponder Service Order No. 26546 under Master Service Agreement No. 21078
This agreement is between Intelsat Corporation and Gogo LLC for the provision of satellite transponder services. Gogo LLC agrees to purchase non-preemptible satellite bandwidth from Intelsat for a specified period, with monthly advance payments. The service is governed by a Master Service Agreement, and includes terms for service interruptions, restoration, and credits for outages. The agreement runs from March 1, 2014, to February 29, 2016, or until a new satellite becomes operational, whichever comes first. Both parties have signed and agreed to the terms outlined in the order and its appendices.
Exhibit 10.1.45
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]
Intelsat Transponder Service Order No. 26546
Intelsat Information: | Customer Information: | |||
Name: | Intelsat Corporation | Gogo LLC | ||
Place/Type of Organization: | A Delaware corporation | A Delaware corporation | ||
Address: | 3400 International Drive, NW | 1250 N. Arlington Heights Road, Suite 500 | ||
City/Country: | Washington, DC 20008, USA | Itasca, IL 60143, USA | ||
Attention: | Suzette Schmidt | Mr. Anand Chari | ||
Telephone: | +1 ###-###-#### | +1 ###-###-#### | ||
Facsimile: | +1 ###-###-#### | |||
E-mail: | ***@*** | ***@*** |
1. | By signing and returning this Service Order No. 26546 (Service Order) to Intelsat, Gogo LLC (Customer) is making an offer to purchase the service described in this Service Order (Service) from Intelsat Corporation (Intelsat). When executed by Intelsat, this Service Order shall become binding. |
2. | Provision of the Service is subject to Intelsat receiving from Customer any Deposit/Collateral specified below in a form acceptable to Intelsat at least 15 calendar days prior to the Service Start Date. |
3. | This Service Order and the Service are subject to the terms and conditions of the Master Service Agreement (MSA) referenced below which is incorporated herein by reference. In the event of a conflict between this Service Order and the MSA, this Service Order shall control. |
Type of Service Order | New | |
Master Service Agreement | Master Service Agreement No: 21078, 25-Apr-2008 Account No: 123639 | |
Deposit/Collateral | Not required | |
Billing Method | Monthly in Advance | |
Special Terms and Conditions | See section 6, below | |
Service ID (SVO) No. 515035 | ||
Service Type | 3rd Party Satellite/Transponder Service | |
Orbital Location/Satellite | 114.9°WL / SatMex-5 - 3rd Party Satellite | |
Bandwidth (MHz) (subject to availability at time of order execution) | [***] | |
Up/Downlink Beam | Ku-1 Beam | |
Preemptibility | Non-Preemptible | |
Service Start Date (SSD) | 01-Mar-2014 | |
Service End Date (SED) | 29-Feb-2016 or upon in-service of Satmex 7, whichever occurs earlier | |
Service Fee (Monthly Recurring Charge) | [***] | |
Service ID (SVO) No. 515082 | ||
Service Type | 3rd Party Satellite/Transponder Service | |
Orbital Location/Satellite | 114.9°WL / SatMex-5 - 3rd Party Satellite | |
Bandwidth (MHz) (subject to availability at time of order execution) | [***] | |
Up/Downlink Beam | Ku-2 Beam | |
Preemptibility | Non-Preemptible | |
Service Start Date (SSD) | 01-Mar-2014 | |
Service End Date (SED) | 29-Feb-2016 or upon in-service of Satmex 7, whichever occurs earlier | |
Service Fee (Monthly Recurring Charge) | [***] |
4. | The following Appendices attached hereto, all of which are incorporated herein by reference, shall collectively comprise this Transponder Service Order: |
Appendix A: | Additional Terms and Conditions for Transponder Services | |
Appendix B: | Sat-Mex-5 Technical Appendix for Transponder Segment Services (attached hereto) |
OPT-040454/SPID-4-2489 SS/ 13-Mar-2014 SVO-515035, 515082 | Intelsat Confidential and Proprietary | Page 1 of 3 |
5. | Each of the parties has duly executed and delivered this Service Order as of the latest date set forth below (the Execution Date). |
INTELSAT CORPORATION | GOGO LLC | |||||||
By: | /s/ Stephen A. Chernow | By: | /s/ Anand K. Chari | |||||
Name: | Stephen A. Chernow | Name: | Anand K. Chari | |||||
Title: | Senior Vice President & Deputy General Counsel | Title: | EVP / CTO | |||||
Date: | December 17, 2013 | Date: | December 1, 2013 |
OPT-040454/SPID-4-2489 SS/ 13-Mar-2014 SVO-515035, 515082 | Intelsat Confidential and Proprietary | Page 2 of 3 |
APPENDIX AADDITIONAL TERMS AND CONDITIONS
FOR TRANSPONDER SERVICES
OPT-040454/SPID-4-2489 SS/ 13-Mar-2014 SVO-515035, 515082 | Intelsat Confidential and Proprietary | Page 3 of 3 |