Exhibit 10.5


 


[letterhead of koninklijke philips
electonics nv]


 


	
  Navigation Technologies BV.

  	
  Corporate Treasury

  Tel: 00 31 20 59 77 367

  Fax: 00 31 20 59 77 370

  Marcel.Onclin @Philips.com

  
	
   

  	
   

  
	
   

  	
   

  
	
  Confirmation of Cross Currency Swap

  	
  Our reference:

  	
  346743

  
	
   

  	
  Date:

  	
  23/05/2003

  



 


Dear Sir or Madam:


 


The purpose of this
communication is to confirm the terms and conditions of the Transaction entered
into between KPENV, through the Corporate Treasury department and Navigation
Technologies B.V. on the Trade Date specified below (the “Transaction”).


 


The terms of the particular Transaction to which this Confirmation
relates are as follows:


 


	
  Trade date:

  	
   

  	
  22-May-2003

  
	
   

  	
   

  	
   

  
	
  Effective date:

  	
   

  	
  27-May-2003

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  22-December-2006, subject to adjustment in accordance with the
  Modified Following Business Day Convention

  



 


Initial
exchange


 


	
  Initial exchange date:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Floating rate Payer I

  	
   

  	
   

  
	
  Initial exchange amount:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Floating rate Payer II

  	
   

  	
  Inapplicable

  
	
  Initial exchange amount:

  	
   

  	
   

  



 


1

















 


	
  Final Exchange

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Final Exchange Date:

  	
   

  	
  Termination Date

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer I

  	
   

  	
   

  
	
  Final Exchange amount:

  	
   

  	
  Usd 180.063.688.86

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer II

  	
   

  	
   

  
	
  Final Exchange amount:

  	
   

  	
  Eur 164.486.789.86

  
	
   

  	
   

  	
   

  
	
  Floating amounts I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer I:

  	
   

  	
  KPENV

  
	
   

  	
   

  	
   

  
	
  Floating rate Payer I

  	
   

  	
   

  
	
  Currency amount:

  	
   

  	
  Usd 180.063.688.86

  
	
   

  	
   

  	
   

  
	
  Floating rate Payer I

  	
   

  	
   

  
	
  Payment dates:

  	
   

  	
  The 24th of each month in each year, commencing on the
  24-May-2003 and ending on the termination date, inclusive, subject to
  adjustment in accordance with the Modified Following Business Day Convention.
  (see appendix 1 for exact payment days).

  
	
   

  	
   

  	
   

  
	
  Floating rate payer I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating rate option:

  	
   

  	
  Eur-Euribor-Bloomberg (Page EBF)

  
	
   

  	
   

  	
   

  
	
  Designated maturity:

  	
   

  	
  One month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  0.0000

  
	
   

  	
   

  	
   

  
	
  Floating Rate

  	
   

  	
   

  
	
  Day Count Fraction:

  	
   

  	
  Act/360

  
	
   

  	
   

  	
   

  
	
  No adjustment of period end dates:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

  	
  The first day of each Floating Rate Payer I Calculation period

  
	
   

  	
   

  	
   

  
	
  Rate Cut-Off Dates:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Method of Averaging:

  	
   

  	
  Inapplicable

  



 


2

















 


	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating Amounts II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer II:

  	
   

  	
  Navigation Technologies BV.

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer II

  	
   

  	
   

  
	
  Currency Amount:

  	
   

  	
  Eur 164.486.789.86

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer II

  	
   

  	
   

  
	
  Payment Dates:

  	
   

  	
  The 24th of each month in each year, commencing on the
  24-May-2003 and ending on the termination date, inclusive, subject to
  adjustment in accordance with the Modified Following Business Day Convention.
  (see appendix 1 for exact payment days).

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer II

  	
   

  	
   

  
	
  Floating Rate Option:

  	
   

  	
  Usd-Libor-Bloomberg (Page BBAM)

  
	
   

  	
   

  	
   

  
	
  Designated maturity:

  	
   

  	
  One Month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  0.000000

  
	
   

  	
   

  	
   

  
	
  Floating rate

  	
   

  	
   

  
	
  Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  No Adjustment of

  	
   

  	
   

  
	
  Period End Dates:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

  	
  The first day of each Floating Rate Payer II Calculation period.

  
	
   

  	
   

  	
   

  
	
  Rate Cut-Off Dates:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Method of Averaging:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  



 


3

















 


	
  Business Days:

  	
   

  	
  TARGET Settlement Day, New York.

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  KPENV Corporate Treasury

  
	
   

  	
   

  	
   

  
	
  Non-reliance:

  	
   

  	
  Each party represents to the other party that its acting for its own
  account, and has made its own independent decisions to enter into this
  Transaction and as to whether this Transaction is appropriate or proper for
  it based on its own judgment and upon advice from such advisors as it has
  deemed necessary. It is not relying on any communication (written or oral) of
  the other party as investment advice or as a recommendation to enter into
  this transaction, it being understood that information and explanations
  related to the terms and conditions of this transaction shall not be
  considered investment advice or a recommendation to enter into this
  transaction. No communication (written or oral) received from the other party
  shall be deemed to be an assurance or guarantee as to the expected results of
  this transaction.

  
	
   

  	
   

  	
   

  
	
  Other Provisions:

  	
   

  	
  Navigation Technologies has the right to partially unwind the basis
  swap, only and only on the dates mentioned in appendix I. The total amount of
  unwinds cannot exceed the notional amount. Corporate Treasury should be
  notified three working days prior to the reset date (appendix I) about the
  amount Nav Tech would to like reset. At each prepayment the Cross Currency
  Swap notional amount will reduce according to the following formula:

  
	
   

  	
   

  	
  Old Notional -/- prepayment amount = New notional. Notification only
  be done by E-mail to the following group of persons:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marcel.Onclin@philips.com

  
	
   

  	
   

  	
  Simon.karregat@philips.com

  
	
   

  	
   

  	
  Constantijn.sweep@Philips.com

  
	
   

  	
   

  	
  Mark.Kirkland@philips.com

  



 


4

















 


	
   

  	
   

  	
  Or to
  their designated replacements should the individuals leave their roles

  



 


	
   

  	
   

  	
   

  
	
  Account Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Eur Payments to KPENV:

  	
   

  	
  Citibank N.A. London (Swift:CitiGB2L)

  
	
   

  	
   

  	
  FAO: Koninklijke Philips Electronics NV

  
	
   

  	
   

  	
  Account number: 3172929

  
	
   

  	
   

  	
   

  
	
  Usd Payments to KPENV:

  	
   

  	
  Citibank N.A. New York

  
	
   

  	
   

  	
  FAO: Koninklijke Philips Electronics NV

  
	
   

  	
   

  	
  Account number: 40670981

  
	
   

  	
   

  	
   

  
	
  Eur Payments to Nav Tech:

  	
   

  	
  Please advise

  
	
   

  	
   

  	
   

  
	
  Usd Payments to Nav Tech:

  	
   

  	
  Lasalle Bank Chicago (Swift:LASLUS44)

  
	
   

  	
   

  	
  FAO: Navagation Technologies Corp

  
	
   

  	
   

  	
  Account number: 5800265570

  



 


Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us by facsimile
transmission.


 


 


	
   

  	
  Yours sincerely,

  
	
   

  	
  Koninklijke Philips Electronics NV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Warmerdam

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  For and on behalf of KPENV

  	
   

  
							



 


Accepted and confirmed as


Of the Trade Date written above:


 


Navigation Technologies B.V.


 


	
  By:

  	
  /s/ Chris Peters

  	
   

  
	
  Name:  Chris Peters

  
	
  Title:  V.P. Finance Europe

  



 


5

















 


Appendix I:


 


Payment dates as referred to in Floating Rate Payer I Payment Date(s)
and Floating Rate Payer II Payment Date(s):


 


	
  Dates
  2003

  	
   

  	
  Dates 2004

  	
   

  	
  Dates 2005

  	
   

  	
  Dates 2006

  	
   

  
	
   

  	
   

  	
  26-Jan-2004

  	
   

  	
  24-Jan-2005

  	
   

  	
  24-Jan-2006

  	
   

  
	
   

  	
   

  	
  24-Feb-2004

  	
   

  	
  24-Feb-2005

  	
   

  	
  24-Feb-2006

  	
   

  
	
   

  	
   

  	
  24-Mar-2004

  	
   

  	
  24-Mar-2005

  	
   

  	
  24-Mar-2006

  	
   

  
	
   

  	
   

  	
  26-Apr-2004

  	
   

  	
  25-Apr-2005

  	
   

  	
  24-Apr-2006

  	
   

  
	
   

  	
   

  	
  24-May-2004

  	
   

  	
  24-May-2005

  	
   

  	
  24-May-2006

  	
   

  
	
  24-Jun-2003

  	
   

  	
  24-Jun-2004

  	
   

  	
  24-Jun-2005

  	
   

  	
  26-Jun-2006

  	
   

  
	
  24-Jul-2003

  	
   

  	
  26-Jul-2004

  	
   

  	
  25-Jul-2005

  	
   

  	
  24-Jul-2006

  	
   

  
	
  25-Aug-2003

  	
   

  	
  24-Aug-2004

  	
   

  	
  24-Aug-2005

  	
   

  	
  24-Aug-2006

  	
   

  
	
  24-Sep-2003

  	
   

  	
  24-Sep-2004

  	
   

  	
  26-Sep-2005

  	
   

  	
  25-Sep-2006

  	
   

  
	
  24-Oct-2003

  	
   

  	
  25-Oct-2004

  	
   

  	
  24-Oct-2005

  	
   

  	
  24-Oct-2006

  	
   

  
	
  24-Nov-2003

  	
   

  	
  24-Nov-2004

  	
   

  	
  25-Nov-2005

  	
   

  	
  24-Nov-2006

  	
   

  
	
  24-Dec-2003

  	
   

  	
  27-Dec-2004

  	
   

  	
  27-Dec-2005

  	
   

  	
  22-Dec-2006

  	
   

  



 


 


The next coupon will materialize on the 24th of June where:


 


KPENV will pay Usd 184.865.39 and


NavTech Technologies BV will pay Eur 319.707.49


 


6