Exhibit 10(A) First Amendment to Note Purchase Agreement, dated February 26,
      2007 among Navtech and ABRY


    FIRST
      AMENDMENT TO NOTE PURCHASE AGREEMENT

     

    FIRST
      AMENDMENT TO NOTE PURCHASE AGREEMENT,
      dated
      as of February 26, 2007 (this "Amendment"),
      by
      and among Navtech Systems Support Inc., an Ontario corporation (the
      "Company"),
      ABRY
      Mezzanine Partners, L.P., a Delaware limited partnership (“AMP”),
      and
      ABRY Investment Partnership, L.P., a Delaware limited partnership (“AIP”
and,
      together with AMP, the “Purchasers”).

     

    The
      Company and the Purchasers are parties to a Note Purchase Agreement dated as
      of
      November 22, 2005 (the “Note
      Purchase Agreement”),
      pursuant to which, among other things, the Company issued certain Notes to
      the
      Purchasers. Each capitalized term that is used and not otherwise defined in
      this
      Amendment has the meaning that the Note Purchase Agreement assigns to that
      term.
      Each Purchaser is the holder of the Notes initially issued to it pursuant to
      the
      Note Purchase Agreement.

     

    The
      Company and the Purchasers have agreed to make amendments to certain of the
      terms of the Note Purchase Agreements and the Notes.

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and the Purchasers hereby agree as
      follows:

     

    1.  Restatement
      of Notes.
      The
      terms of the Tranche A Note issued to AMP, the Tranche A Note issued to
      AIP, the Tranche B Note issued to AMP and the Tranche B Note issued to AIP
      are
      amended and restated in their entirety as set forth in the attached Exhibits
      A,
      B, C and D, respectively. Upon surrender to the Company of the Notes in the
      forms as in effect prior to such amendment and restatement, the Company will
      issue to AMP and AIP Notes in the forms of such Exhibits.

     

    2.  Amendment
      of Maximum Leverage Ratio Provision.
      Section
      4F(ii) of the Note Purchase Agreement is hereby amended and restated in its
      entirety as follows:

     

    (ii) Maximum
      Leverage Ratio.
      The
      Company shall not permit the Leverage Ratio for the last day of any Fiscal
      Quarter to exceed the maximum Leverage Ratio specified below for such Fiscal
      Quarter:

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

    

    
      	
              Fiscal
                Quarter ending:

            	
              Leverage
                Ratio

            
	
              January
                31, 2006 

            	
              7.0
                to 1.0

            
	
              April
                30, 2006 

            	
              6.35
                to 1.0

            
	
              July
                31, 2006 

            	
              5.65
                to 1.0

            
	
              October
                31, 2006 

            	
              4.9
                to 1.0

            
	
              January
                31, 2007 

            	
              6.0
                to 1.0

            
	
              April
                30, 2007 

            	
              6.5
                to 1.0

            
	
              July
                31, 2007 

            	
              6.0
                to 1.0

            
	
              October
                31, 2007 

            	
              5.5
                to 1.0

            
	
              January
                31, 2008 

            	
              5.5
                to 1.0

            
	
              April
                30, 2008 

            	
              5.0
                to 1.0

            
	
              July
                31, 2008 

            	
              5.0
                to 1.0

            
	
              October
                31, 2008 

            	
              4.25
                to 1.0

            
	
              January
                31, 2009 

            	
              3.9
                to 1.0

            
	
              April
                30, 2009 

            	
              3.7
                to 1.0

            
	
              July
                31, 2009

            	
              3.5
                to 1.0

            
	
              October
                31, 2009 and thereafter

            	
              3.25
                to 1.0

            


    

    


     

    provided
      that, for purposes of this Section 4F(ii) only, and then only for purposes
      of
      computing the Leverage Ratio for a Fiscal Quarter ending on or after the second
      anniversary of the Closing Date and prior to the third anniversary of the
      Closing Date, there shall be excluded from the Indebtedness of the Company
      Group
      on a consolidated basis an amount equal to the lesser of (A) the amount of
      cash
      of the Company Group (if such amount is positive) as of the last day of such
      Fiscal Quarter and (B) the excess (if any) of the total amount of the current
      assets of the Company Group over the total amount of the current liabilities
      (excluding deferred revenue and the SAS contingency payment liability
to
      the
      extent included in current liabilities)
      of the
      Company Group on the last day of such Fiscal Quarter, in all cases determined
      on
      a consolidated basis in accordance with GAAP.

     

    3.  Amendment
      of Redemption Provisions.
      

     

    (a)  Optional
      Redemption Date.
      The
      definition of the term Optional Redemption Date set forth in Section 1 of the
      Note Purchase Agreement is hereby amended and restated in its entirety as
      follows:

     

    “Optional
      Redemption Date”
means
      November 22, 2008.

     

    (b)  Optional
      Redemption Terms.
      Section
      7B of the Note Purchase Agreement is hereby amended and restated in its entirety
      as follows:

     

    7B. Optional
      Redemption.

     

    (i) On
      or
      after the Closing Date, the Company may redeem the Tranche A Notes at any time
      in whole, or from time to time in part, in aggregate principal amounts of not
      less than $500,000 and in increments of $100,000, at a redemption price equal
      to
      the Accrued Amount as of the date of such redemption of the Tranche A Notes
      to
      be redeemed.

     

    
      
        2

      

      
        
        

        
        

      

      
        
        

      

    

    (ii) No
      Tranche B Note may be redeemed at the election of the Company prior to the
      Optional Redemption Date. At any time following the Optional Redemption Date,
      the Company may redeem, in whole and not in part, all Tranche B Notes then
      outstanding (together with all Tranche A Notes then outstanding, pursuant to
      Section
      7B(i)),
      at a
      price for each Tranche B Note equal to the Accrued Amount for such Tranche
      B
      Note multiplied by the applicable percentage below for the date of
      redemption:

     

    
      	
               

              Date
                of Redemption 

            	
               

              Percentage
                of Accrued Amount

            
	
              After
                the third, and up to and including the fourth, anniversary of the
                Closing
                Date 

            	
              103%

            
	
              After
                the fourth, and up to and including the fifth, anniversary of the
                Closing
                Date 

            	
              101%

            
	
              Thereafter 

            	
              100%

            


    

     

    (c)  Special
      Redemption.
      Clause
      (a) of the second sentence of Section 7C(i) of the Note Purchase Agreement
      is hereby amended and restated in its entirety as follows:

     

    (a)
      110%
      of the Accrued Amount thereof as of the date of such redemption of the Notes
      to
      be redeemed, if the Change of Control occurs on or prior to the Optional
      Redemption Date

     

    4.  Miscellaneous.
      The
      Company and the Purchasers agree that this Amendment and the restated notes
      to
      be issued as provided in Section 1 of this Amendment constitute Transaction
      Agreements, including for purposes of Section 10 of the Note Purchase Agreement.
      As a material inducement to the Purchasers to enter into this Amendment, the
      Company hereby represents and warrants to the Purchasers as follows: (a) after
      giving effect to the amendments made pursuant to this Amendment, no Event of
      Default or Potential Event of Default exists; and (b) each of the
      representations and warranties of the Company set forth in Section 6D of the
      Note Purchase Agreement is true and correct as of the date of this Amendment
      (giving effect to the preceding sentence). ALL
      ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
      INTERPRETATION OF THIS AMENDMENT AND THE ANNEXES, EXHIBITS AND SCHEDULES HERETO
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
      COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
      CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE COMMONWEALTH OF
      MASSACHUSETTS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
      THE
      LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS. IN
      FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF
      MASSACHUSETTS SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS
      AMENDMENT (AND ALL ANNEXES, SCHEDULES AND EXHIBITS HERETO), EVEN THOUGH UNDER
      THAT JURISDICTION'S
      CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER
      JURISDICTION WOULD ORDINARILY APPLY. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
      ANY PARTY HERETO WITH RESPECT TO THIS AMENDMENT SHALL BE BROUGHT IN ANY STATE
      OR
      FEDERAL COURT OF COMPETENT JURISDICTION IN BOSTON, 

     

    
      
        3

      

      
        
        

        
        

      

      
        
        

      

       

      MASSACHUSETTS. BY EXECUTING AND DELIVERING THIS
        AMENDMENT, THE COMPANY AND EACH HOLDER OF NOTES, WARRANTS AND UNDERLYING
        COMMON
        STOCK, ACCEPTS THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
        IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
        WITH THIS AMENDMENT. THE COMPANY AND EACH HOLDER OF NOTES, WARRANTS AND
        UNDERLYING COMMON STOCK HEREBY WAIVE ANY CLAIM THAT MASSACHUSETTS IS AN
        INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF
        VENUE.

    

     

     

    
      
        4

      

      
         

        
        

      

      
         

      

    

     

    The
      Company and the Purchasers have executed and delivered this Amendment as of
      the
      date first set forth above.

     

    COMPANY:

    


    NAVTECH
      SYSTEMS SUPPORT INC.

    


    


    By:
      ____________________________________

    Name:
      

    Title:
      

    


    


    PURCHASERS:

    


    ABRY
      MEZZANINE PARTNERS, L.P.

    


    By: ABRY
      MEZZANINE INVESTORS, L.P.,

    Its
      General Partner 

    


    By: ABRY
      MEZZANINE HOLDINGS LLC,

    Its
      General Partner 

    


    By:
      __________________________________

    Name:  

    Title:  

    


    


    ABRY
      INVESTMENT PARTNERSHIP, L.P.

    


    By: ABRY
      Investment GP, LLC

    Its
      General Partner 

    


    By:
      __________________________________

    Name:  

    Title:  

     

    
      
        5

      

      
        
        

      

      
        
        

      

    

    Exhibit
      A

     

    Form
      of Amended and Restated Tranche A Note for AMP

     

     

    
      
        6

      

      
        
        

        
        

      

      
        
        

      

    

    Exhibit
      B

     

    Form
      of Amended and Restated Tranche A Note for AIP

     

    
      
        7

      

      
        
        

        
        

      

      
        
        

      

    

    Exhibit
      C

     

    Form
      of Amended and Restated Tranche B Note for AMP

     

     

    
      
        8

      

      
        
        

        
        

      

      
        
        

      

    

    Exhibit
      D

     

    Form
      of Amended and Restated Tranche B Note for AIP

     

    9