Exhibit 10(C) Amended and Restated Tranche B Notes issued by Navtech


    


    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES
      REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
      BE
      OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN
      A
      FORM REASONABLY ACCEPTABLE TO THE ISSUER OF SUCH SECURITIES (THE "COMPANY"),
      THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
      LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

     

    THE
      TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE
      CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF
      NOVEMBER 22, 2005, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO
      THEREIN, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE COMPANY RESERVES
      THE
      RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE
      BEEN
      FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE
      FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
      REQUEST.

     

    AMENDED
      AND RESTATED SENIOR SUBORDINATED NOTE DUE 2011

    (Tranche
      B)

    


    $66,571.43

     

    
      	 Original Issue Date: 	 November 22, 2005
	 Amendment and Restatement Date:
              	 February 26, 2007
	 Maturity Date: 	  November
              22, 2011


    

     

    FOR
      VALUE
      RECEIVED, NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the
      "Company"),
      hereby promises, upon the terms and subject to the provisions hereof, to pay
      to
      ABRY INVESTMENT PARTNERSHIP, L.P., a Delaware limited partnership (the
      "Investor"),
      or
      its registered assigns, the principal amount of SIXTY SIX THOUSAND FIVE HUNDRED
      SEVENTY ONE AND 43/100 DOLLARS ($66,571.43) together with interest thereon
      calculated from the date hereof in accordance with the provisions of this Senior
      Subordinated Note (this "Note").
      The
      Company will maintain a register in which it will record the initial ownership
      of this Note and any changes in ownership of this Note which occur as permitted
      by and in compliance with Section 3(d) hereof. The holder of this Note as
      indicated at any time in such register shall be referred to herein as the
      "Noteholder"
      of this
      Note.

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    This
      Note
      was issued pursuant to a Note Purchase Agreement, dated as of November
      22,
      2005
      (as amended, restated or modified from time to time, the "Purchase
      Agreement"),
      among
      the Investor, the Company and the other Purchasers. Capitalized terms used
      in
      this Note but not otherwise defined herein have the meaning set forth in the
      Purchase Agreement. This Note is one of the "Notes"
      referred to in the Purchase Agreement. The Noteholder is entitled to the
      benefits of the provisions contained in the Purchase Agreement and may enforce
      the agreements of the Company and the Subsidiaries contained therein and
      exercise the remedies provided for thereby or otherwise available in respect
      thereof, subject to Section 4 of this Note. This Note amends, restates and
      supersedes the 12.5% Senior Subordinated Note due 2011 of the Company dated
      November 22, 2005 in the principal amount of this Note issued to the Investor
      (the "Original Note"), but is not intended to and shall not extinguish or cancel
      the indebtedness (including, without limitation, accrued but unpaid interest
      through the date hereof) evidenced by the Original Note.

     

    Section
      1.  Interest.
      This
      Note will bear interest on the unpaid principal amount thereof, from the Closing
      Date to (but excluding) the Amendment and Restatement Date specified on the
      first page hereof at a rate equal to 12.5% per
      annum
      accrued
      daily, and from and after such Amendment and Restatement Date and through and
      including the date upon which such principal amount is fully paid at a rate
      equal to 13% per
      annum
      accrued
      daily, and in each case not less than 625 basis points of which (i.e., 6.25%
      per
      annum)
      (the
“Required
      Cash Interest”)
      will
      be due and payable in cash in arrears on each May 1 and November 1, commencing
      with May 1, 2006. The Company shall have the option to pay in cash on any
      May 1, August 1, November 1 or February 1 any or all of the interest
      accrued on this Note since the preceding May 1, August 1, November 1 or February
      1, as the case may be (or the Closing Date in the case of the first such date
      after the Closing Date) that is not Required Cash Interest (i.e., interest
      accruing at the rate of 625 basis points, or 6.25%, per annum from the Closing
      Date to (but excluding) the Amendment and Restatement Date, and interest
      accruing at the rate of 675 basis points, or 6.75% , per annum from and after
      the Amendment and Restatement Date), and any such accrued interest that is
      not
      Required Cash Interest and that the Company does not elect to pay in cash on
      any
      May 1, August 1, November 1 or February 1 will be added to the unpaid principal
      amount of this Note on such date, commencing with the next such date to occur
      immediately following the date of this Note, and will be payable at maturity.
      As
      of any date, this Note will have an accreted value (the "Accreted
      Value")
      equal
      to the amount of outstanding principal of, plus
      the
      accrued and unpaid interest on, this Note as of such date. The interest rates
      set forth above are subject to increase from time to time in accordance with
      the
      conditions set forth in Section 9B of the Purchase Agreement. Cash Interest
      that
      is not paid when due will bear interest at the rate then applicable to the
      unpaid principal amount of this Note from time to time, and such interest will
      be payable in cash, on demand.

     

    Section
      2.  Payment
      of Principal.

     

    (a)  Scheduled
      Repayment.
      The
      Company shall be required to pay on the Maturity Date the Accreted Value of
      this
      Note. In addition, this Note shall become due and payable in accordance with
      Section 4 hereof and the terms of the Purchase Agreement.

     

    (b)  Optional
      Prepayments.
      The
      Company may not prepay any amount owed under this Note except pursuant to
      Section 7 of the Purchase Agreement.

     

    
      
        2

      

      
         

        
        

      

      
         

      

    

    Section
      3.  Method
      of Payment.

     

    (a)  Manner;
      Time of Payments.
      All
      payments by the Company of principal, interest, or any other amount in respect
      of this Note will be made in same day funds in United States dollars delivered
      to the Noteholder at such place within the United States of America as is
      indicated in Section 7 below (or as the Noteholder may notify the Company from
      time to time) not later than 12:00 noon (New York time) on the date due; funds
      received by the Noteholder after that time will be deemed to have been paid
      by
      the Company on the next succeeding business day. All references in this
      Agreement to "dollars" or "$" shall be to United States dollars.

     

    (b)  Payments
      on Non-Business Days.
      If any
      payment to be made in respect of any Note is stated to be due on a day which
      is
      a Saturday, Sunday or legal holiday in the Province of Ontario, Canada or the
      Commonwealth of Massachusetts (any other day being a "business day"), then
      such
      payment will be due on the next succeeding business day and such extension
      of
      time will be included in the computation of any amount of interest payable
      as
      part of such payment.

     

    (c)  Pro
      Rata Payment.
      If more
      than one Note is outstanding, then all payments and prepayments in respect
      of
      the Notes, whether of principal, interest, or otherwise, will be made to the
      Noteholders, to the extent practicable, on a pro
      rata
      basis,
      with (i) interest payments prorated on the basis of the amount of accrued unpaid
      interest on each Note, and (ii) principal and other payments prorated on the
      basis of the unpaid principal amount of each Note prior to giving effect to
      such
      payments. If any Noteholder obtains any payment (whether voluntary, involuntary,
      by application of offset or otherwise) in respect of any Note in excess of
      such
      Noteholder's pro
      rata
      share of
      payments obtained by all Noteholders, then such Noteholder will purchase from
      the other Noteholders a participation in the Notes held by such other
      Noteholders as is necessary to cause such other Noteholders to share the excess
      payment ratably among each of them as provided in this Section
      3(c).

     

    (d)  Transfer
      and Exchange.
      Upon
      surrender of this Note for registration of transfer or for exchange to the
      Company at its principal office, the Company, at its expense, will execute
      and
      deliver in exchange therefor a new Note or Notes, as the case may be, as
      requested by the Noteholder, with an Accreted Value equal to the Accreted Value
      of the surrendered Note, registered as the Noteholder may request, dated so
      that
      there will be no loss of interest on such surrendered Note and otherwise of
      like
      tenor. The Noteholder may transfer or assign all or any part of this Note in
      accordance with the terms of the Purchase Agreement and by completing and
      surrendering to the Company the assignment form attached hereto as Exhibit A.
      The
      issuance of new Notes shall be made without charge to the holder of the
      surrendered Note for any issuance tax in respect thereof or other cost incurred
      by the Company in connection with such issuance.

     

    (e)  Replacement.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of any Note and, in the case of any such loss, theft
      or destruction of any Note, upon delivery of an indemnity agreement (which
      shall
      be unsecured for the Noteholder and its Affiliates and all institutional
      Noteholders) in such reasonable amount and in form and substance as the Company
      may reasonably determine or, in the case of any such mutilation, upon the
      surrender of such Note for cancellation to the Company at its principal office,
      the Company, at its expense, will execute and deliver, in lieu thereof, a new
      Note of the same class and of like tenor, dated so that there will be no loss
      of
      interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu
      of
      which any such new Note has been so executed and delivered by the Company shall
      not be deemed to be an outstanding Note for any purpose of the Purchase
      Agreement.

     

    
      
        3

      

      
         

        
        

      

      
         

      

    

    Section
      4.  Defaults/Remedies.
      In the
      event that an Event of Default shall occur, the unpaid balance of the principal
      and interest accrued on this Note may become, or be declared and become, due
      and
      payable in the manner and with the effect provided in the Purchase Agreement.
      Except to the extent expressly required under the Purchase Agreement or this
      Note, the Company hereby waives diligence, presentment, demand, protest and
      notice of any kind whatsoever. The
      nonexercise by the Noteholder of any of its rights hereunder in any particular
      instance shall not constitute a waiver thereof in that or any subsequent
      instance.

     

    Section
      5.  Amendment
      and Waiver.
      The
      provisions of this Note may be modified, amended or waived, and the Company
      may
      take any action herein prohibited, or omit to perform any act herein required
      to
      be performed by it, only in the manner set forth in the Purchase
      Agreement.

     

    Section
      6.  Cancellation.
      After
      all principal, premiums (if any), and accrued interest at any time owed on
      this
      Note have been paid in full, this Note will be surrendered to the Company for
      cancellation and will not be reissued.

     

    Section
      7.  Place
      of Payment and Notices.
      Payments of principal and interest, and notices relating thereto are to be
      delivered to the Noteholder at the following address:

     

    


    c/o
      ABRY
      Partners, LLC

    111
      Huntington Avenue

    30th
      Floor

    Boston,
      MA 02199

    Telecopy
      No.: (617) 859-8797

    Attention:
      John Hunt

    


    with
      a
      copy of any such notice to (which shall not constitute notice to the
      Noteholder):

    


    Kirkland
      & Ellis LLP

    Citigroup
      Center

    153
      East
      53rd Street

    New
      York,
      NY 10022-4675

    Telecopy
      No.: (212) 446-6460

    Attention: John
      L.
      Kuehn, Esq.

    


    or
      at
      such other address as such Noteholder has specified by prior written notice
      to
      the Company. A copy of all notices relating to payments of principal and
      interest hereunder and all other notices are to be delivered as provided in
      Section 10H of the Purchase Agreement.

     

    
      
        4

      

      
         

        
        

      

      
         

      

    

    Section
      8.  Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the domestic laws
      of
      the Commonwealth of Massachusetts, without giving effect to any choice of law
      or
      conflict of law provision or rule (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.

     

    Section
      9.  Judgment
      Currency.
      The
      obligation of the Company to make payment of the Accreted Value of this Note
      and
      any other amounts payable hereunder in the currency specified for such payment
      hereunder shall not be discharged or satisfied by any tender, or any recovery
      pursuant to any judgment, which is expressed in or converted into any other
      currency, except to the extent that such tender or recovery shall result in
      the
      actual receipt by the Noteholder of the full amount of the particular currency
      expressed to be payable herein. The Noteholder shall, using all amounts obtained
      or received from the Company pursuant to any such tender or recovery in payment
      of principal of and interest hereunder, promptly purchase the applicable
      currency at the most favorable spot exchange rate determined by the Noteholder
      to be available to it at such time. The obligation of the Company to make
      payments in a particular currency shall be enforceable as an alternative or
      additional cause of action solely for the purpose of recovering in the
      applicable currency the amount, if any, by which such actual receipt shall
      fall
      short of the full amount of the currency.

     

    Section
      10.  Interest
      Act (Canada).
      For the
      purposes of disclosure pursuant to the Interest Act (Canada), the annual rates
      of interest or fees to which the rates of interest or fees provided in this
      Note
      (and stated herein to be computed on the basis of a 365 day year or any other
      period of time less than a calendar year) are equivalent, are the rates so
      determined multiplied by the actual number of days in the applicable calendar
      year and divided by 365 or 366, as applicable. The rates of interest under
      this
      Note are nominal rates, and not effective rates or yields. The principle of
      deemed reinvestment of interest does not apply to any interest calculation
      under
      this Note.

     

    Section
      11.  Criminal
      Code (Canada).
      If any
      provision of this Note would obligate the Company to make any payment of
      interest or other amount payable to the Noteholder in an amount or calculated
      at
      a rate which would be prohibited by law or would result in a receipt by the
      Noteholder of interest at a criminal rate (as construed under the Criminal
      Code
      (Canada)), then notwithstanding that provision, that amount or rate shall be
      deemed to have been adjusted with retroactive effect to the maximum amount
      or
      rate of interest, as the case may be, as would not be so prohibited by law
      or
      result in a receipt by the Noteholder of interest at a criminal rate, the
      adjustment to be effected, to the extent necessary, as follows: (i) firstly,
      by
      reducing the amount or rate of interest required to be paid to the Noteholder
      under this Note; and (ii) thereafter, by reducing any fees, commissions,
      premiums and other amounts required to be paid to the Noteholder which would
      constitute interest for purposes of Section 347 of the Criminal Code
      (Canada).

     

    * * * * *

    


    
      
        5

      

      
         

        
        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Company executed and delivered this Note on the date first
      written above.

    


    


    NAVTECH
      SYSTEMS SUPPORT INC.

    


    


    
      	
              By:

            	
              ____________________________________

            


    

    Name:

    Title:

    


    


    
      
         

      

      
         

        
        

      

      
         

      

    

    EXHIBIT
      A

    


    ASSIGNMENT
      FORM

    


    


    To
      assign
      this Note, fill in the form below:

    


    (I)
      or
      (we) assign and transfer this Note to

    


    


    (Insert
      assignee's soc. sec. or tax I.D. no.)

    


    


    


    


    


    


    


    


    (Print
      or
      type assignee's name, address and zip code)

    


    and
      irrevocably appoint
      __________________________________________________________

    


    _____________________________________________________________
      agent to transfer this

    


    Note
      on
      the books of Navtech Systems Support, Inc. The agent may substitute another
      to
      act for such agent.

    


    


    Date:
      ___________________ 

    


    Your
      Signature:________________________________________

    (Sign
      exactly as your name appears on the front of this Note)

    


    


    


    Signature
      Guarantee:

     

    


    
      
         

      

      
         

        
        

      

      
         

      

    


    


    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES
      REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
      BE
      OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN
      A
      FORM REASONABLY ACCEPTABLE TO THE ISSUER OF SUCH SECURITIES (THE "COMPANY"),
      THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
      LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

     

    THE
      TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE
      CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF
      NOVEMBER 22, 2005, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO
      THEREIN, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE COMPANY RESERVES
      THE
      RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE
      BEEN
      FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE
      FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
      REQUEST.

     

    AMENDED
      AND RESTATED SENIOR SUBORDINATED NOTE DUE 2011

    (Tranche
      B)

    


    $14,933,428.57

     

    
      
        	 Original Issue Date: 	 November 22, 2005
	 Amendment and Restatement Date:
                	 February 26, 2007
	 Maturity Date: 	  November
                22, 2011


      

       

    

     

    FOR
      VALUE
      RECEIVED, NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the
      "Company"),
      hereby promises, upon the terms and subject to the provisions hereof, to pay
      to
      ABRY MEZZANINE PARTNERS, L.P., a Delaware limited partnership (the "Investor"),
      or
      its registered assigns, the principal amount of FOURTEEN MILLION NINE HUNDRED
      THIRTY-THREE THOUSAND FOUR HUNDRED TWENTY-EIGHT AND 57/100 DOLLARS
      ($14,933,428.57) together with interest thereon calculated from the date hereof
      in accordance with the provisions of this Senior Subordinated Note (this
      "Note").
      The
      Company will maintain a register in which it will record the initial ownership
      of this Note and any changes in ownership of this Note which occur as permitted
      by and in compliance with Section 3(d) hereof. The holder of this Note as
      indicated at any time in such register shall be referred to herein as the
      "Noteholder"
      of this
      Note.

     

    
      
         

      

      
         

      

      
         

      

    

    This
      Note
      was issued pursuant to a Note Purchase Agreement, dated as of November
      22,
      2005
      (as amended, restated or modified from time to time, the "Purchase
      Agreement"),
      among
      the Investor, the Company and the other Purchasers. Capitalized terms used
      in
      this Note but not otherwise defined herein have the meaning set forth in the
      Purchase Agreement. This Note is one of the "Notes"
      referred to in the Purchase Agreement. The Noteholder is entitled to the
      benefits of the provisions contained in the Purchase Agreement and may enforce
      the agreements of the Company and the Subsidiaries contained therein and
      exercise the remedies provided for thereby or otherwise available in respect
      thereof, subject to Section 4 of this Note. This Note amends, restates and
      supersedes the 12.5% Senior Subordinated Note due 2011 of the Company dated
      November 22, 2005 in the principal amount of this Note issued to the Investor
      (the "Original Note"), but is not intended to and shall not extinguish or cancel
      the indebtedness (including, without limitation, accrued but unpaid interest
      through the date hereof) evidenced by the Original Note.

     

    Section
      1.  Interest.
      This
      Note will bear interest on the unpaid principal amount thereof, from the Closing
      Date to (but excluding) the Amendment and Restatement Date specified on the
      first page hereof at a rate equal to 12.5% per
      annum
      accrued
      daily, and from and after such Amendment and Restatement Date and through and
      including the date upon which such principal amount is fully paid at a rate
      equal to 13% per
      annum
      accrued
      daily, and in each case not less than 625 basis points of which (i.e., 6.25%
      per
      annum)
      (the
“Required
      Cash Interest”)
      will
      be due and payable in cash in arrears on each May 1 and November 1, commencing
      with May 1, 2006. The Company shall have the option to pay in cash on any
      May 1, August 1, November 1 or February 1 any or all of the interest
      accrued on this Note since the preceding May 1, August 1, November 1 or February
      1, as the case may be (or the Closing Date in the case of the first such date
      after the Closing Date) that is not Required Cash Interest (i.e., interest
      accruing at the rate of 625 basis points, or 6.25%, per annum from the Closing
      Date to (but excluding) the Amendment and Restatement Date, and interest
      accruing at the rate of 675 basis points, or 6.75% , per annum from and after
      the Amendment and Restatement Date), and any such accrued interest that is
      not
      Required Cash Interest and that the Company does not elect to pay in cash on
      any
      May 1, August 1, November 1 or February 1 will be added to the unpaid principal
      amount of this Note on such date, commencing with the next such date to occur
      immediately following the date of this Note, and will be payable at maturity.
      As
      of any date, this Note will have an accreted value (the "Accreted
      Value")
      equal
      to the amount of outstanding principal of, plus
      the
      accrued and unpaid interest on, this Note as of such date. The interest rates
      set forth above are subject to increase from time to time in accordance with
      the
      conditions set forth in Section 9B of the Purchase Agreement. Cash Interest
      that
      is not paid when due will bear interest at the rate then applicable to the
      unpaid principal amount of this Note from time to time, and such interest will
      be payable in cash, on demand.

     

    Section
      2.  Payment
      of Principal.

     

    (a)  Scheduled
      Repayment.
      The
      Company shall be required to pay on the Maturity Date the Accreted Value of
      this
      Note. In addition, this Note shall become due and payable in accordance with
      Section 4 hereof and the terms of the Purchase Agreement.

     

    (b)  Optional
      Prepayments.
      The
      Company may not prepay any amount owed under this Note except pursuant to
      Section 7 of the Purchase Agreement.

     

    
      
        2

      

      
         

        
        

      

      
         

      

    

    Section
      3.  Method
      of Payment.

     

    (a)  Manner;
      Time of Payments.
      All
      payments by the Company of principal, interest, or any other amount in respect
      of this Note will be made in same day funds in United States dollars delivered
      to the Noteholder at such place within the United States of America as is
      indicated in Section 7 below (or as the Noteholder may notify the Company from
      time to time) not later than 12:00 noon (New York time) on the date due; funds
      received by the Noteholder after that time will be deemed to have been paid
      by
      the Company on the next succeeding business day. All references in this
      Agreement to "dollars" or "$" shall be to United States dollars.

     

    (b)  Payments
      on Non-Business Days.
      If any
      payment to be made in respect of any Note is stated to be due on a day which
      is
      a Saturday, Sunday or legal holiday in the Province of Ontario, Canada or the
      Commonwealth of Massachusetts (any other day being a "business day"), then
      such
      payment will be due on the next succeeding business day and such extension
      of
      time will be included in the computation of any amount of interest payable
      as
      part of such payment.

     

    (c)  Pro
      Rata Payment.
      If more
      than one Note is outstanding, then all payments and prepayments in respect
      of
      the Notes, whether of principal, interest, or otherwise, will be made to the
      Noteholders, to the extent practicable, on a pro
      rata
      basis,
      with (i) interest payments prorated on the basis of the amount of accrued unpaid
      interest on each Note, and (ii) principal and other payments prorated on the
      basis of the unpaid principal amount of each Note prior to giving effect to
      such
      payments. If any Noteholder obtains any payment (whether voluntary, involuntary,
      by application of offset or otherwise) in respect of any Note in excess of
      such
      Noteholder's pro
      rata
      share of
      payments obtained by all Noteholders, then such Noteholder will purchase from
      the other Noteholders a participation in the Notes held by such other
      Noteholders as is necessary to cause such other Noteholders to share the excess
      payment ratably among each of them as provided in this Section
      3(c).

     

    (d)  Transfer
      and Exchange.
      Upon
      surrender of this Note for registration of transfer or for exchange to the
      Company at its principal office, the Company, at its expense, will execute
      and
      deliver in exchange therefor a new Note or Notes, as the case may be, as
      requested by the Noteholder, with an Accreted Value equal to the Accreted Value
      of the surrendered Note, registered as the Noteholder may request, dated so
      that
      there will be no loss of interest on such surrendered Note and otherwise of
      like
      tenor. The Noteholder may transfer or assign all or any part of this Note in
      accordance with the terms of the Purchase Agreement and by completing and
      surrendering to the Company the assignment form attached hereto as Exhibit A.
      The
      issuance of new Notes shall be made without charge to the holder of the
      surrendered Note for any issuance tax in respect thereof or other cost incurred
      by the Company in connection with such issuance.

     

    (e)  Replacement.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of any Note and, in the case of any such loss, theft
      or destruction of any Note, upon delivery of an indemnity agreement (which
      shall
      be unsecured for the Noteholder and its Affiliates and all institutional
      Noteholders) in such reasonable amount and in form and substance as the Company
      may reasonably determine or, in the case of any such mutilation, upon the
      surrender of such Note for cancellation to the Company at its principal office,
      the Company, at its expense, will execute and deliver, in lieu thereof, a new
      Note of the same class and of like tenor, dated so that there will be no loss
      of
      interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu
      of
      which any such new Note has been so executed and delivered by the Company shall
      not be deemed to be an outstanding Note for any purpose of the Purchase
      Agreement.

     

    
      
        3

      

      
         

        
        

      

      
         

      

    

    Section
      4.  Defaults/Remedies.
      In the
      event that an Event of Default shall occur, the unpaid balance of the principal
      and interest accrued on this Note may become, or be declared and become, due
      and
      payable in the manner and with the effect provided in the Purchase Agreement.
      Except to the extent expressly required under the Purchase Agreement or this
      Note, the Company hereby waives diligence, presentment, demand, protest and
      notice of any kind whatsoever. The
      nonexercise by the Noteholder of any of its rights hereunder in any particular
      instance shall not constitute a waiver thereof in that or any subsequent
      instance.

     

    Section
      5.  Amendment
      and Waiver.
      The
      provisions of this Note may be modified, amended or waived, and the Company
      may
      take any action herein prohibited, or omit to perform any act herein required
      to
      be performed by it, only in the manner set forth in the Purchase
      Agreement.

     

    Section
      6.  Cancellation.
      After
      all principal, premiums (if any), and accrued interest at any time owed on
      this
      Note have been paid in full, this Note will be surrendered to the Company for
      cancellation and will not be reissued.

     

    Section
      7.  Place
      of Payment and Notices.
      Payments of principal and interest, and notices relating thereto are to be
      delivered to the Noteholder at the following address:

     

    


    c/o
      ABRY
      Partners, LLC

    111
      Huntington Avenue

    30th
      Floor

    Boston,
      MA 02199

    Telecopy
      No.: (617) 859-8797

    Attention:
      John Hunt

    


    with
      a
      copy of any such notice to (which shall not constitute notice to the
      Noteholder):

    


    Kirkland
      & Ellis LLP

    Citigroup
      Center

    153
      East
      53rd Street

    New
      York,
      NY 10022-4675

    Telecopy
      No.: (212) 446-6460

    Attention: John
      L.
      Kuehn, Esq.

    


    or
      at
      such other address as such Noteholder has specified by prior written notice
      to
      the Company. A copy of all notices relating to payments of principal and
      interest hereunder and all other notices are to be delivered as provided in
      Section 10H of the Purchase Agreement.

     

    
      
        4

      

      
         

        
        

      

      
         

      

    

    Section
      8.  Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the domestic laws
      of
      the Commonwealth of Massachusetts, without giving effect to any choice of law
      or
      conflict of law provision or rule (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.

     

    Section
      9.  Judgment
      Currency.
      The
      obligation of the Company to make payment of the Accreted Value of this Note
      and
      any other amounts payable hereunder in the currency specified for such payment
      hereunder shall not be discharged or satisfied by any tender, or any recovery
      pursuant to any judgment, which is expressed in or converted into any other
      currency, except to the extent that such tender or recovery shall result in
      the
      actual receipt by the Noteholder of the full amount of the particular currency
      expressed to be payable herein. The Noteholder shall, using all amounts obtained
      or received from the Company pursuant to any such tender or recovery in payment
      of principal of and interest hereunder, promptly purchase the applicable
      currency at the most favorable spot exchange rate determined by the Noteholder
      to be available to it at such time. The obligation of the Company to make
      payments in a particular currency shall be enforceable as an alternative or
      additional cause of action solely for the purpose of recovering in the
      applicable currency the amount, if any, by which such actual receipt shall
      fall
      short of the full amount of the currency.

     

    Section
      10.  Interest
      Act (Canada).
      For the
      purposes of disclosure pursuant to the Interest Act (Canada), the annual rates
      of interest or fees to which the rates of interest or fees provided in this
      Note
      (and stated herein to be computed on the basis of a 365 day year or any other
      period of time less than a calendar year) are equivalent, are the rates so
      determined multiplied by the actual number of days in the applicable calendar
      year and divided by 365 or 366, as applicable. The rates of interest under
      this
      Note are nominal rates, and not effective rates or yields. The principle of
      deemed reinvestment of interest does not apply to any interest calculation
      under
      this Note.

     

    Section
      11.  Criminal
      Code (Canada).
      If any
      provision of this Note would obligate the Company to make any payment of
      interest or other amount payable to the Noteholder in an amount or calculated
      at
      a rate which would be prohibited by law or would result in a receipt by the
      Noteholder of interest at a criminal rate (as construed under the Criminal
      Code
      (Canada)), then notwithstanding that provision, that amount or rate shall be
      deemed to have been adjusted with retroactive effect to the maximum amount
      or
      rate of interest, as the case may be, as would not be so prohibited by law
      or
      result in a receipt by the Noteholder of interest at a criminal rate, the
      adjustment to be effected, to the extent necessary, as follows: (i) firstly,
      by
      reducing the amount or rate of interest required to be paid to the Noteholder
      under this Note; and (ii) thereafter, by reducing any fees, commissions,
      premiums and other amounts required to be paid to the Noteholder which would
      constitute interest for purposes of Section 347 of the Criminal Code
      (Canada).

     

    * * * * *

     

    
      
        5

      

      
         

        
        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the Company executed and delivered this Note on the date first
      written above.

    


    


    NAVTECH
      SYSTEMS SUPPORT INC.

    


    


    
      	
              By:

            	
              ____________________________________

            


    

    Name:

    Title:

    


     

    
      
         

      

      
         

        
        

      

      
         

      

    

    EXHIBIT
      A

    


    ASSIGNMENT
      FORM

    


    


    To
      assign
      this Note, fill in the form below:

    


    (I)
      or
      (we) assign and transfer this Note to

    


    


    (Insert
      assignee's soc. sec. or tax I.D. no.)

    


    


    


    


    


    


    


    


    (Print
      or
      type assignee's name, address and zip code)

    


    and
      irrevocably appoint
      __________________________________________________________

    


    _____________________________________________________________
      agent to transfer this

    


    Note
      on
      the books of Navtech Systems Support, Inc. The agent may substitute another
      to
      act for such agent.

    


    


    Date:
      ___________________ 

    


    Your
      Signature:________________________________________

    (Sign
      exactly as your name appears on the front of this Note)

    


    


    


    Signature
      Guarantee: