Exhibit 4.2


 


AMENDED AND RESTATED

AGREEMENT REGARDING REGISTRATION OF SHARES


 


This AMENDED AND RESTATED AGREEMENT REGARDING REGISTRATION OF SHARES (“Agreement”) is made as of August 4, 2004 by
and between NAVTEQ Corporation (“Company”)
and NavPart I B.V. (“Stockholder”).


 


WHEREAS, on April 20, 2004, the Company has filed a registration
statement on Form S-1 (as amended, “Registration
Statement”) with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (“Act”),
to register the offer and sale of certain shares of the Company’s common stock,
$0.001 par value, held by Philips Consumer Electronic Services B.V. (“Philips”) pursuant to a firm commitment
underwritten public offering (“Offering”);
and


 


WHEREAS, the Stockholder has requested that the Company register the
offer and sale under the Act certain shares of the Company’s common stock it
holds (“Stockholder Shares”) by
including such shares in the Registration Statement; and


 


WHEREAS, the Company has indicated its willingness to include such
Stockholder Shares in the Registration Statement, and on May 17, 2004, the
Company and Stockholder entered into an Agreement Regarding Registration of
Shares (“Original Agreement”); and


 


WHEREAS, since the date of the Original Agreement certain events have
occurred that all parties agree require an amendment of the terms and
conditions specified in the Original Agreement;.


 


NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:


 


1.                                       Agreement
to Register Shares.  Subject to the
conditions set forth herein, the Company agrees to use its commercially
reasonable efforts to register the Stockholder Shares by including such shares
in the Registration Statement.  The
number of Stockholder Shares to be registered will be determined through
consultation with Credit Suisse First Boston LLC and Merrill Lynch & Co.,
the Underwriters of the Offering.  Such
number of shares may be increased or decreased at any time prior to the
completion of the Offering in the sole discretion of the Underwriters.


 


2.                                       Conditions
to Company’s Obligation.  In
addition to the condition set forth in Section 5 below, the obligations of the
Company to include the Stockholder Shares in the Registration Statement are
expressly subject to the following conditions:


 


(a)                                  the
Stockholder shall become a party to the Underwriting Agreement between the
Company, the Underwriters, Philips and the Stockholder;


 


(b)                                 the
Stockholder cooperates with the Company and the Underwriters as requested by
the Company and/or Underwriters in connection with the Registration


 

















 


Statement and
the Offering, including, without limitation, providing such information as is
requested by them for inclusion in the Registration Statement and executing such
agreements, acknowledgments and certificates as are customary in transactions
of this type;


 


(c)                                  Philips
consents to the inclusion of the Stockholder Shares in the Registration
Statement; and


 


(d)                                 the
Registration Statement is not withdrawn and/or the Offering is not completed
for any reason.


 


3.                                       Fees
and Expenses.  The Company shall be
responsible for the Securities and Exchange Commission, National Association of
Securities Dealers, Inc., New York Stock Exchange and “blue sky” law
registration, qualification and compliance fees and expenses in connection with
the registration of the Stockholder Shares. 
The Selling Stockholder shall be responsible for all underwriting
discounts, selling commissions and transfer taxes, if any, applicable to the
sale of the Stockholder Shares., and the fees and expenses of its counsel.


 


4.                                       No
Other Registration Rights.  The
Stockholder acknowledges and agrees that the Company’s agreement to register
the Stockholder Shares pursuant to this Agreement does not create any further
right of Stockholder to have any of its shares registered in any subsequent
registration of the offer and sale of Company securities under the Act (whether
in an offering by the Company or for the account of any Company
securityholder).  The Stockholder
further acknowledges and agrees that nothing in this Agreement is intended to
make the Stockholder a party to or confer upon such Stockholder any rights set
forth in that certain Registration Rights Agreement dated as of March 29, 2001
by and between the Company and Philips.


 


5.                                       Agreement
of Underwriters.  The obligations of
the Company and the rights of the Stockholder under this Agreement are
expressly conditioned on the consent and agreement of the Underwriters to
include the Stockholder Shares in the Offering.  In the event that the Underwriters determine, in their sole
discretion, not to include the Stockholder Shares in the Offering, the
Company’s obligations under this Agreement shall cease and be of no further
force or effect.


 


6.                                       Reasonable
Investigation.  In connection with
the preparation and filing of the Registration Statement and the completion of
the Offering, the Company will provide the Stockholder reasonable and customary
access to the Company’s books and records and such opportunities to discuss the
business of the Company with its officers as shall be reasonably necessary to
conduct a reasonable investigation within the meaning of the Act.


 


7.                                       Representations,
Warranties and Agreements of Stockholder. 
This Agreement has been duly authorized, executed and delivered by or on
behalf of Stockholder.  Stockholder has,
and at the closing of the Offering will have, valid title to the Stockholder
Shares free and clear of all security interests, claims, liens, equities or
other encumbrances and the


 


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legal right
and power, and all authorization and approval required by law, to enter into
this Agreement and to sell, transfer and deliver the Stockholder Shares.


 


8.                                       Indemnification
and Contribution.


 


(a)                                  Indemnification by the Company. The
Company shall indemnify and hold harmless Stockholder, and its officers and
directors and each Person who controls Stockholder within the meaning of
Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934 (the
“Exchange Act”) (each such person being sometimes referred to as an “Indemnified Person”) against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified
Person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, or any Prospectus contained therein,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Company hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however,
that the Company shall not be liable to any such Indemnified Person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement or Prospectus, or amendment
or supplement, in reliance upon and in conformity with written information
furnished to the Company by Stockholder expressly for use therein.  For purposes of this Section 8, the term
“Person” means any individual, partnership, corporation or similar entity,
trust or unincorporated organization, and the term “Prospectus” means the
prospectus included in the Registration Statement, including any preliminary
prospectus, and any supplement thereto.


 


(b)                                 Indemnification by Stockholder.  Stockholder agrees to (i) indemnify and hold
harmless the Company, and its directors and officers who sign the Registration
Statement and each Person, if any, who controls the Company within the meaning
of either Section 15 of the Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities to which the Company or such other
persons may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or Prospectus, or any amendment or
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by Stockholder expressly for use
therein, and (ii) reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.


 


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(c)                                  Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 8, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under this Section 8. In
case any such action shall be brought against any indemnified party and it
shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party under this Section 8 for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as
to, or an admission of, fault, culpability or a failure to act, by or on behalf
of any indemnified party.


 


(d)                                 Contribution. If the indemnification
provided for in this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim to the extent such fees or expenses were
incurred prior to an indemnifying party’s election to


 


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assume the
defense of such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


(e)                                  Limitation.  Notwithstanding any other provision of this Section 8, in no
event will Stockholder be required to undertake liability to any Person under
this Section 8 for any amounts in excess of the dollar amount of the proceeds
to be received by Stockholder from the sale of Stockholder Shares in the Offering
(after deducting any fees, discounts and commissions applicable thereto).


 


(f)                                    Non-Exclusive Remedy. The obligations of
the Company under this Section 8 shall be in addition to any liability which
the Company may otherwise have to any Indemnified Person and the obligations of
any Indemnified Person under this Section 8 shall be in addition to any
liability which such Indemnified Person may otherwise have to the Company.  The remedies provided in this Section 8 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.


 


9.                                       Non-Transferability.  The rights and obligations of the
Stockholder under this Agreement may not be transferred or assigned without the
written agreement of the Company.


 


10.                                 Governing
Law.  This Agreement and the rights
and obligations of the parties hereto shall be governed by and construed in
accordance with the laws of the state of Delaware, but not including the choice
of law rules thereof.


 


11.                                 Entire
Agreement.  This Agreement
constitutes the full and entire understanding and agreement of the parties with
regard to the subject matters described herein and supersedes and any and all
prior agreements and understandings between the parties with regard to the
subject matters described herein.  This
Agreement may be amended or modified only by written agreement of the parties.


 


12.                                 Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS]


 


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[signature page - Agreement Regarding Registration Of Shares]


 


IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date first set
forth above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  NAVTEQ
  Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Lawrence M. Kaplan

  	
   

  
	
   

  	
   

  	
  Lawrence M.
  Kaplan

  
	
   

  	
   

  	
  Vice
  President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
  NavPart I
  B.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Dirk-Jan van Ommeren

  	
   

  
	
   

  	
  Name:

  	
  Dirk-Jan van
  Ommeren

  
	
   

  	
  Title:

  	
  Director

  
						



 


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