EX-10.1.32



 Exhibit 10.1.32 

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#: 104150-0000 

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-15
	 	[***]	 	[***]

 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	  	Wide
Beam	  	Total	  	Monthly
Service
Fee
	 1
	  	 Commencement Date –
 one day prior to
the six (6) month anniversary of the Commencement Date
	  	[***]	  	[***]	  	[***]	  	[***]
	 2
	  	 the six (6) month anniversary of the Commencement Date –

one day prior to the nine (9) month anniversary of the Commencement Date
	  	[***]	  	[***]	  	[***]	  	[***]
	 3
	  	 the nine (9) month anniversary of the Commencement Date –

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








 CONTRACT#: 104150-0000 
  

																			
	 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. 
 [***] 

 
 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 

  

					
	 SES PROPRIETARY & CONFIDENTIAL
	  	 	Customer initials: ___	  
	 Gogo SES-14 Service Order 11Feb2016 v3 CLEAN
	  	 	SES initials: ___	  









 CONTRACT#: 104150-0000 
  

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-14 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-14 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-14 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
	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 11Feb2016 v3 CLEAN
	  	 	SES initials: ___	  









 CONTRACT#: 104150-0000 
  

[ATTACHMENT A: SERVICE SPECIFICATIONS FOR CAPACITY ON SES-15] 

  

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









 CONTRACT#: 104150-0000 
  

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-15 

This attachment contains the Service Specifications for the Capacity on SES-15. 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-15 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-15 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-15 

 The SES-15 Capacity is configured as follows: 

[***] 
  

	II.	SES-15 (at[***]) 

 HTS Ku-Band User Beams 

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

  

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









 [***] 

The HTS Ku-band user beam will consist of a mix of spot beam sizes, primarily 1.1 (approximate) degree in diameter, along with larger diameter beams (1.4-1.6
degrees approximate) positioned over Hawaiian corridor and other points across North America. 
 User Beam Performance 

[***] 
 [***] Figure 2: SES-15 Beam Cell Definitions 

[***]. 
 Co-frequency Interference 

[***]. The actual range may vary slightly from expected levels. 

Operational constraints within and beyond the individual beam cell boundaries will be established by SES, to maintain appropriate C/I levels across the
satellite and to allow for Customer transition between adjacent beams. Such operational constraints will be provided to Customer at a minimum 3 months prior to service commencement. 

Communications Channel SFD 
 HTS User Beams 

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

[***][***]. 
 North America Beam 

[***] 
 SES15 NA Beam
transponders are designed with an operational range of [***] dB, from 
 [***] 

[***] 
 User Beam Spectrum 

[***] 
 Gateway Beams 

[***] 
 1. [***] 

[***]Locations 
 The spectrum identified for
the gateway beams is as follows: 
  

	 	•	 	Uplink: [***] GHz band, [***] GHz band. 

  

	 	•	 	Downlink: [***] GHz and the [***] GHz band. 


  

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









 [***]. 

North America Beam 
 [***]. Actual performance may
vary slightly from depicted levels. 
 Frequency Band: [***] GHz, [***] GHz, [***] GHz 

[***] 
 Cross Polarization Isolation (North America Beam)

 For 90% of the composite coverage area depicted by the polygon in Figure 5, the minimum co-frequency cross polarization isolation will be better
than [***] dB, based on saturated operation, compliant with applicable spectrum constraints. 

  

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









 III. Customer Capacity Allocations. 

SES-15 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-15 North America Beam Capacity Commitments

  

							
	 North America
Beam-Capacity

	 Beam Channel Beam
	  	 Transponder BW
	  	Transponder Polarization	  	Frequency Band
				
	 TBD
	  	[***]	  	V (D/L)	  	[***]
				
	 TBD
	  	[***]	  	H (D/L)	  	[***]

 IV. Spectrum, Coordination, and ASI Environment 

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

The peak on–axis downlink constraint for the user beam is [***] dBW/Hz. 

Adjacent Satellite Environment 
 Table E describes
the current ASI environment within +/- 4o of [***]. 
 Table E: Adjacent Satellite Environment 

 

											
	 Band
	  	Frequency
Range	  	Interference Levels From
Neighboring Orbital Slots1
	  	  	125°W	  	127°W3	  	131W	  	133W
	 Unplanned Ku FSS
	  	[***] GHz	  	[***]	  	[***]	  	[***]	  	[***]
	 Extended Ku FSS4
	  	[***] GHz	  	[***]	  	[***]	  	[***]	  	[***]
	 Planned Ku FSS4
	  	[***] GHz	  	[***]	  	[***]	  	[***]	  	[***]

  

	1	The levels in this table represent peak permissible levels. 


	2	El Salvador has an Appendix 30B plan assignment at [***] and Guatemala has an Appendix 30B plan assignment at [***] and, as such, the planned Ku FSS [to parallel the Planned Ku FSS in the table] frequencies will be
avoided over those areas. 


	3	Some of the spectrum may be impacted by future ITU filings at adjacent orbital positions and, as such, SES will endeavor to achieve favorable status on its ability to maximize the utilization of the desired frequency
bands. Note that for coverage of the United States, new satellites may operate at the FCC’s two degree spacing levels without further coordination. Once coordination is complete, more definitive levels will be provided. 


  

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









 [***] 

Uplink Spectral Density Constraints 
 [***] 

Gateway Beams 
 [***] 

Polygon References 
 NA
Beam Polygon vertices 
 [***] 

Ka-Gateway polygon coordinates 
 [***] 

HTS Beam Cell Polygon vertices 
 [***] 

  

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