Exhibit 10.2


 


SECOND AMENDED AND RESTATED
PROMISSORY NOTE


 


	
  U.S.
  $15,000,000

  	
   

  	
   

  	
  New York,
  New York

  
	
   

  	
   

  	
   

  	
  As of June
  27, 2003

  



 


For value received, the
undersigned Navigation Technologies Corporation (the “Borrower”), by this
promissory note (hereinafter called the “Note”) hereby absolutely and
unconditionally promises to pay to the order of ABN AMRO Bank N.V. (the
“Bank”), at its office located at 55 East 52nd Street, New York, NY
10055 (the “Payment Office”) (or at such other place of payment and for such
other account as shall be designated by the Bank to the Borrower), on August
26, 2003 (the “Maturity Date”) the principal sum of:


 


FIFTEEN MILLION US
DOLLARS


 


($15,000,000), or
if less, the unpaid principal amount of all loans (the “Loans”) made by the
Bank to the Borrower under this Note, in lawful money of the United States of
America and in immediately available funds.


 


This Note
constitutes the amendment and restatement in its entirety of the Amended and
Restated Promissory Note of the Borrower issued to the Bank in the original
principal amount of $15,000,000, dated as of March 28, 2003 (the “Original
Note”), and is in substitution therefor. 
Nothing herein or in any other document shall be construed to constitute
payment of the Original Note or to release or terminate any guaranty or lien,
mortgage, pledge or other security entered in favor of the Bank.


 


The Borrower
hereby further promises to pay to the order of the Bank, at the Payment Office,
interest on the unpaid principal amount of all Loans evidenced hereby from the
date thereof until the Maturity Date thereof (whether by acceleration or
otherwise), at such rates of interest as is set forth below in this Note.  This Note evidences, among other things, the
obligation of the Borrower to repay all Loans made hereunder by the Bank to the
Borrower.


 


From time to time
from the date hereof up to (but not including) the Maturity Date, so long as no
Event of Default (as hereinafter defined) has occurred and is continuing and
the conditions to lending set forth herein have been satisfied, at the request
of the Borrower (which request shall be in writing and delivered to the Bank,
or made telephonically to the Bank and confirmed in writing not fewer than
three (3) Business Days (as hereinafter defined) in the case of a US LIBOR Rate
loan and one (1) Business Day in the case of Prime Rate loans prior to the
drawdown date of 


 


1

















 


any Loan), the Bank shall make Loans to the Borrower subsequent to the
date hereof, and the Borrower may borrow, repay, prepay and reborrow the funds
available hereunder, provided that the aggregate principal amount of all Loans
outstanding hereunder shall in no event exceed fifteen million dollars
($15,000,000).


 


The entire unpaid
principal (not at the time overdue) of this Note outstanding shall bear
interest at an annual rate which shall at all times be equal to the Prime Rate
(as hereinafter defined) in effect from time to time during the period
beginning on the date hereof and ending on the date on which the entire unpaid
principal amount of this Note shall be paid in full; provided, however, that if
a US LIBOR Rate option is in effect with respect to any principal amount
outstanding hereunder, such principal amount shall bear interest in accordance
with the US LIBOR Rate provisions set forth in the next paragraph.


 


At the option of
the Borrower, all or any portion of the unpaid principal (not at the time
overdue) of this Note outstanding shall bear interest at the US LIBOR Rate (as
hereinafter defined) plus a margin of thirty (30) basis points.  Requests for borrowings at or conversions
from a Prime Rate loan to this pricing option must be received at least one
hour before the time for determining the relevant rate.  In addition, the Borrower agrees to
indemnify the Bank and to hold the Bank harmless from and against any direct
loss, reasonable cost or out-of-pocket expense that the Bank may sustain or
incur as a consequence of (a) the failure by the Borrower to pay the principal
amount of or any interest on any US LIBOR Rate borrowing as and when due and
payable, including any such loss or expense arising from interest or fees
payable by the Bank to lenders of funds obtained by it in order to maintain the
US LIBOR Rate borrowings or (b) the failure of the Borrower to make a borrowing
or conversion after the Borrower has given (or is reasonably deemed to have
given) a loan or conversion request relating thereto in accordance with this
Note.  The Bank’s willingness to offer
the US LIBOR Rate option hereunder is subject to the availability of funding
sources and the continued legality of the Bank offering such pricing
options.  The Borrower agrees to
reimburse the Bank for any increased costs (taxes, regulatory reserves or
assessments, etc.) incurred by the Bank in connection with borrowings at such
pricing option.


 


Interest on the
Loans shall be due and payable on the last Business Day of each Interest Period
(provided, as to any Loan bearing interest at the US LIBOR Rate in respect of
which the Interest Period is more than three (3) months, the date that is three
(3) months from the first day of such Interest Period and, in addition, the
last day of such Interest Period), on the Maturity Date (whether by
acceleration or otherwise), and on the date of any payment hereon on the amount
paid and the Borrower promises to pay the holder hereof, all of the unpaid
interest accrued to the date of such payment on the unpaid principal
hereof.  All interest payable hereunder
shall be calculated on the basis of a year of 360 days and actual days
elapsed.  On the Maturity Date, the
Loans shall become absolutely due and payable by the Borrower hereunder
(without regard to the length of any Interest Period in effect) and the
Borrower hereby promises to pay to the holder hereof, a payment in the amount
equal to the outstanding principal amount of the Loans under this Note, plus
any and all accrued and unpaid interest and all other amounts under this Note
owing to the Bank.  As used herein:
“Business Day” shall mean any day other than a Saturday, a Sunday or a day on
which banks in New York City are required or permitted by law to close. “US
LIBOR Rate” shall mean the per annum rate of interest at which Dollar deposits
for such Interest Period are offered based on information presented on Telerate
Page 3750 as of 11:00 a.m. London time 


 


2

















 


on the second Business Day prior to the first day of such Interest
Period, such rate to remain in effect for the entire Interest Period.  “Federal Funds Rate” shall mean the average
daily Federal Funds Rate as published by the Federal Reserve Bank of New York
in Publication H.15 (or any successor thereto), or, if no such rate is
published, the per annum rate of interest at which overnight federal funds are
from time to time offered to the Bank by any bank in the interbank market in an
amount equal to the principal amount of the respective Loan, as determined in
good faith by the Bank.  “Prime Rate”
shall mean the rate of interest equal to the higher (redetermined daily) of (i)
the per annum rate of interest announced by the Bank from time to time at its
principal office in New York City as its prime rate for U.S. dollar loans (with
any change in such Prime Rate to become effective as and when such prime rate
change shall become effective) or (ii) the Federal Funds Rate, plus one half of
one per cent (0.50 %) per annum. “Interest Period” shall mean, as to any Loan
bearing interest at the Prime Rate, initially the period commencing on the drawdown
date of such loan and ending on the last day of the calendar quarter, and
thereafter on the last day of each subsequent calendar quarter, and as to any
Loan bearing interest at the US LIBOR Rate, successive one month, three month,
or six month periods (as selected from time to time by the Borrower not less
than two Business Days prior to the commencement of the respective Interest
Period); provided, however, that: (x) each such one month, three month or six
month period occurring after the initial such period shall commence on the day
on which the next preceding period expires; (y) the final Interest Period shall
be such that its expiration occurs on the maturity date of the Loan; and (z) if
for any reason the Borrower shall fail to timely select a period, then it shall
be deemed to have selected a one-month, period or such shorter period as
provided in clause (y).


 


The Borrower
agrees to pay to the Bank a commitment fee of thirteen (13) basis points per
annum on the average daily amount during each calendar quarter or portion
thereof from the date hereof to the Maturity Date by which the Commitment (as
hereinafter defined) exceeds the outstanding amount of the Loans during such
calendar quarter.  The commitment fee
shall be payable quarterly in arrears on the last Business Day of each calendar
quarter, commencing on the first such date following the date hereof, with a
final payment on the Maturity Date or any earlier date on which the Commitment
shall terminate.  “Commitment” shall
mean the Bank’s obligation to make loans hereunder in an aggregate principal
amount of not more than $15,000,000, as such amount may be reduced from time to
time pursuant to the terms hereof.


 


The Borrower shall
have the right at any time and from time to time upon two (2) Business Days
prior written notice to the Bank to reduce by $500,000 or an integral multiple
thereof or terminate entirely the Commitment, whereupon the Commitment shall be
reduced by such amount.  Upon the
effectiveness of any such reduction or termination, the Borrower shall pay to
the Bank the full amount of any commitment fee accrued on the amount of the
reduction.  No reduction or termination
of the Commitment may be reinstated.


 


Each overdue
amount (whether of principal, interest or otherwise) payable on or in respect
of this Note or the indebtedness evidenced hereby shall (to the extent
permitted by applicable law) bear interest, from the date on which such amount
shall have first become due and payable in accordance with the terms hereof to
the date on which such amount shall be paid to the holder of this Note (whether
before or after judgment), at the rate per annum equal to the higher
(redetermined daily) of (i) one percent (1%) per annum in excess of the
interest rate in effect with respect thereto just prior to the maturity
thereof, or (ii) one percent (1%) per annum in excess of 


3

















 


the Bank’s Prime Rate.  The
unpaid interest accrued on each overdue amount in accordance with the foregoing
terms of this paragraph shall become absolutely due and payable by the Borrower
to the holder hereof on demand by the holder of this Note at any time.  Interest on each overdue amount will
continue to accrue, as provided by the foregoing terms of this paragraph until
the obligations of the Borrower in respect of the payment of such overdue
amount shall be discharged (whether before or after judgment).


 


The Bank shall
record on its books or records or on the schedule to this Note which is a part
hereof, the principal amount and date of each Loan made hereunder, whether such
Loan is a Prime Rate loan or a US LIBOR Rate loan, and all payments of
principal made thereon; provided, however, that prior to the transfer of this
Note all such information shall be recorded on the schedule attached to this
Note.  The record thereof, whether shown
on such books or records or on the schedule to this Note, shall be conclusive
and binding upon the Borrower absent manifest error provided that the Bank has
provided prior written notice to the Borrower of such outstanding amount and
the Borrower has not notified the Bank of any objection to such amount within
ten (10) Business Days after receipt of such notice; provided, however, that
the failure of the Bank to record any of the foregoing or any error in so
recording shall not limit or otherwise affect the obligation of the Borrower to
repay all Loans made hereunder which remain outstanding, together with all
accrued interest thereon and all other amounts payable hereunder.


 


All payments due
and payable hereunder shall be made by the Borrower to the holder hereof no
later than 1 p.m. local time at the Payment Office, in lawful money of the
United States of America and in funds immediately available and freely
transferable at the Payment Office, without setoff or counterclaim and free and
clear of, and without deduction for, any present or future taxes, levies,
offsets, counterclaims or deductions of any nature whatsoever
(“Deductions”).  Payments received after
such local time shall be deemed received by the holder hereof on the next
succeeding Business Day at such Payment Office.  In the event that the Borrower is compelled for any reason to
make any Deductions, it shall pay to the holder hereof such amounts (after
giving effect to all Deductions on all additional payments to be made
hereunder) as will result in the receipt by the holder hereof of the amount
such holder would have received had no such Deductions been required to be
made.  If any payment shall fall due
hereunder or on any Loan evidenced hereby on a day that is not a Business Day
for the holder hereof at the Payment Office, payment shall be made on the next
succeeding Business Day at such place of payment and interest thereon shall be
payable for such extended time.


 


The Loans evidenced
by this Note may be prepaid in whole or in part without the prior written
consent of the holder hereof, subject to payment by the Borrower of any
breakage costs associated with the prepayment of any US LIBOR Rate loan prior
to the end of the Interest Period relating thereto.


 


The Borrower shall
deliver to the Bank the following:


 


4

















 


(a)                                  as soon as practicable but in no event
later than ninety (90) days after the end of each fiscal year of the Borrower,
the consolidated balance sheet of the Borrower and its Subsidiaries as at the
end of such year, and the related consolidated statement of income and
consolidated statement of cash flow for such year, each setting forth in
comparative form the figures for the previous fiscal year and all such
consolidated statements to be in reasonable detail, prepared in accordance with
generally accepted accounting principles, and reviewed by a nationally
recognized independent certified public accountant;


 


(b)                                 as soon as practicable, but in any event
not later than forty-five days after the end of each fiscal quarter of the
Borrower, copies of the unaudited consolidated balance sheet of the Borrower
and it Subsidiaries as at the end of such quarter, and the related consolidated
statement of income and consolidated statement of cash flow for the portion of
the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared
in accordance with generally accepted accounting principles (except without any
footnotes and subject to year end adjustments); and


 


(c)                                  from time to time such other financial
data and information (including accountants’ management letters) as the Bank
may reasonably request, provided that such other financial data and information
is publicly available.


 


This Note
evidences the obligations of the Borrower (a) to repay the principal amount of
all loans made by the Bank to the Borrower hereunder, and (b) to pay interest,
as herein provided, on the principal amount hereof remaining unpaid from time
to time, (c) to pay all commitment fees owing hereunder and (d) to repay all
other amounts which may become due and payable hereunder as herein provided
(collectively, the “Obligations”).  The
parties hereto hereby acknowledge and agree that the Obligations are  guaranteed pursuant to the terms of that
certain Guaranty dated as of date hereof, from Koninklijke Philips Electronics
N.V. (the “Guarantor”) to the Bank.


 


In the event that
(a) the Borrower shall be in default in the payment when and as due of any
principal amounts due and payable hereunder (whether by acceleration or
otherwise), unless any such nonpayment was due to a technical or administrative
error and full payment of all amounts owing is made within two (2) Business
days after notice of such non-payment was given by the Bank to the Borrower;
(b) the Borrower shall fail to pay any interest on the Loans or other sums due
hereunder or under any of the other documents executed in connection herewith
within three (3) Business Days after the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of maturity or
at any other date fixed for payment (c) a default shall occur under a payment
obligation in excess of an amount of US $1,000,000 contained in any agreement
for borrowed money entered into with the Bank or the Guarantor shall default in
any 


 


5

















 


provision of the Guaranty; (d) (i) the Borrower shall fail to pay at
maturity, or within any applicable period of grace, any obligation for borrowed
money or credit received, in an amount in excess of $1,000,000 or (ii) the
Guarantor shall fail to pay at maturity, or within any applicable period of
grace, any obligation for borrowed money or credit received, in an amount in
excess of $100,000,000 or (iii) the Guarantor shall fail to pay at maturity, or
within any applicable period of grace, any obligation to the Bank or any of its
affiliates for borrowed money or credit received, in an amount in excess of
$60,000,000; (e) if the Borrower, the Guarantor or any endorser or guarantor of
a material part of the liabilities of the Borrower or the Guarantor shall be
dissolved or shall become insolvent (however evidenced); (f) there occurs any
suspension of business of the Borrower or the Guarantor; (g) there occurs the
issuance of any warrant, process or order of attachment, garnishment or other
lien and/or filing of a lien as a result thereof against any of the property of
the Borrower having a value in excess of $10,000,000; (h) or there occurs the
making by the Borrower, the Guarantor or any endorser or guarantor of a
material part of the liabilities of the Borrower or the Guarantor of an
assignment for the benefit of creditors or if either the Borrower or the
Guarantor shall admit in writing its inability to pay or generally fail to pay
its debts as they come due; (i) a trustee, custodian or receiver being
appointed for the Borrower, the Guarantor or any endorser or guarantor of a
material part of the liabilities of the Borrower or Guarantor or for a material
part of the property of the Borrower or Guarantor; or (j) any proceedings are
being commenced by or against the Borrower, the Guarantor or any endorser or
guarantor of a material part of the liabilities of the Borrower or Guarantor
under any bankruptcy, reorganization under any bankruptcy or insolvency
proceedings, arrangement, insolvency, readjustment of debt, receivership,
liquidation or dissolution law or statute (such events described in (a) – (j)
hereunder being hereinafter referred to as an “Event of Default”), then, upon
the occurrence of any such Event of Default, and at any time thereafter, the
holder hereof may, by notice to the Borrower, declare all amounts owing with
respect to this Note to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided that in the event of any Event of Default specified in paragraphs (h),
(i) or (j) above, all such amounts shall become immediately due and payable
automatically and without any requirements of notice from the Bank.  In addition, upon the occurrence of any
Event of Default, the Bank shall have no obligation to make any additional
Loans hereunder.


 


The failure of
the holder of this Note to exercise all or any of its rights, remedies, powers
or privileges hereunder in any instance shall not constitute a waiver thereof
in that or in any other instance.


 


The Borrower
represents and warrants to the Bank that: 
(a) the Borrower is a corporation duly organized, validly existing and
in good standing under the laws of Delaware; (b) the Borrower has adequate
corporate power and authority and full legal right to carry on its business in
which it is presently engaged and will be engaged upon consummation of the
transactions contemplated hereby; and (c) all necessary corporate action has
been taken to execute and deliver this Note and to make the borrowings
hereunder.


 


The Borrower
hereby agrees to indemnify the holder against any direct loss, reasonable cost
or out-of-pocket expense incurred by such holder in connection with this
Promissory Note and any Loans evidenced hereby and the exercise of any and all
rights pertaining thereto,


 


6

















 


including, without limitation,
all court costs, reasonable attorney’s fees and other costs of collection.  No delay on the part of the holder hereof in
exercising any of its options, powers or rights, or partial or single exercise
thereof shall constitute a waiver thereof. Demand of payment of this Note shall
be sufficiently made upon the Borrower by written, telex, or telegraphic notice
given by or on behalf of the holder to the Borrower at its last known address.  In no event shall the Borrower be liable for
any indirect or consequential damages.


 


The Borrower
hereby irrevocably waives notice of acceptance, presentment, notice of
nonpayment, protest, notice of protest, suit and all other conditions precedent
in connection with the delivery, acceptance, collection and/or enforcement of
this Note or any collateral or security therefor.  The Borrower and the Bank hereby absolutely and irrevocably
consents and submits to the jurisdiction of the Courts of the State of New York
and of any Federal Court located in the said State of New York in connection
with any actions or proceedings brought against the Borrower by the Bank
arising out of or relating to this Note.


 


The Borrower
shall use the proceeds of the loans made by the Bank to the Borrower pursuant
to this Note for general corporate and working capital purposes.  No portion of this loan is to be used for
the purpose of purchasing or carrying any “margin stock” or “margin security”
as such terms are used in Regulation U and X of the Board of Governors of the
Federal Reserve System (2 C.F.R. Parts 221 and 224).


 


The Borrower
hereby agrees, at the Borrower’s own expense, to execute and deliver, from time
to time, any and all further, or other, instruments, and to perform such acts,
as the Bank may reasonably request to effect the transactions contemplated by
this Note and to provide to the Bank the benefits of all rights, authorities
and remedies conferred upon the Bank by the terms of this Note.


 


This Note is
intended by the parties as the final, complete and exclusive statement of the
transactions evidenced by this Note. 
All prior or contemporaneous promises, agreements and understandings,
whether oral or written, are deemed to be superceded by this Note, and no party
is relying on any promise, agreement or understanding not set forth in this
Note.  This Note may not be amended or
modified except by a written instrument describing such amendment or
modification executed by the Bank, the Borrower and the Guarantor.


 


7

















 


This Promissory
Note and the Loans evidenced hereby shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
choice of law or conflicts of laws principles.


 


 


	
   

  	
   

  	
  Navigation
  Technologies Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lawrence
  Chesler

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Senior Vice
  President – Corporate

  	
   

  
	
   

  	
   

  	
  Affairs and Corporate
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Judson Green

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  ACKNOWLEDGED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO
  BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  : /s/
  Jennifer Athas 

  	
   

  	
   

  
	
  Title:  Assistant Vice President

  	
   

  
	
   

  	
   

  
	
  By

  	
  : /s/ Jana Dombrowski

  	
   

  
	
  Title:  Vice President

  	
   

  
	
   

  	
   

  
							



 


8

















 


PROMISSORY NOTE


 


LOANS, INTEREST RATES, MATURITY DATES AND PAYMENTS OF PRINCIPAL


 


	
  Date of

  Loan or

  Payment

  	
   

  	
  Amount

  of

  Loan

  	
   

  	
  Applicable

  Interest

  Rate

  	
   

  	
  Maturity

  Date

  	
   

  	
  Amount of

  Principal

  Payment

  	
   

  	
  Unpaid

  Principal

  Balance

  	
   

  	
  Initials
  of

  Person Making

  Notation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


9