Exhibit 10.11


 


EXECUTION COPY


 


WARRANT AGREEMENT


 


This WARRANT
AGREEMENT (this “Agreement”) is made as of November 22, 2005, by and
among the Persons listed as Purchasers on the signature pages hereto (each a “Purchaser”
and collectively the “Purchasers”), and Navtech, Inc., a Delaware
corporation (the “Company”). 
Capitalized terms used herein and not otherwise defined shall have the
meanings given to such terms in Section 6 hereof.


 


WHEREAS, Navtech
Systems Support Inc., an Ontario corporation and a wholly-owned subsidiary of
the Company (“Navtech Canada”), and the Purchasers have entered into a
Note Purchase Agreement, dated the date hereof (as the same may be modified,
amended and supplemented from time to time, the “Note Purchase Agreement”);


 


WHEREAS, pursuant
to the Note Purchase Agreement, the Purchasers will purchase from Navtech
Canada on the date hereof those certain 9.0% Senior Subordinated Notes due 2011
in an aggregate principal amount of $6.0 million and those certain 12.5% Senior
Subordinated Notes due 2011 in an aggregate principal amount of $15.0 million;


 


WHEREAS, as an
inducement and partial consideration to the Purchasers to enter into the Note
Purchase Agreement and to purchase the Notes, the Company has agreed to issue
on the date hereof to the Purchasers the Warrants in consideration for the
Purchasers’ purchase of the Notes, pursuant to the terms and conditions of this
Agreement; and


 


WHEREAS, the
Company has authorized the issuance of the Warrants to the Purchasers pursuant
to the terms and conditions of this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


SECTION 1.           Issuance
of Warrants; Closing.


 


1A.          Closing.  The issuance of the Warrants to the
Purchasers (the “Closing”) shall take place simultaneously with the
closing of the purchase and sale of the Notes pursuant to the Note Purchase
Agreement.  The date of the Closing is
hereinafter referred to as the “Closing Date.”


 


1B.          Issuance
of the Warrants.  At the Closing, the
Company shall issue to each Purchaser in consideration for the Purchasers’
purchase of the Notes, a Warrant initially exercisable for the number of shares
of Common Stock, par value $0.001 per share (the “Common Stock”), of the
Company set forth next to such Purchaser’s name on the Schedule of
Warrantholders attached hereto.  The
Warrants shall be substantially in the form of Exhibit A attached hereto
and shall be exercisable in accordance with the terms thereof.


 


1C.          Other
Agreements.  At the Closing, as a
condition to the issuance and delivery of the Warrants, each of the Purchasers
and the Company will enter into the Registration Rights Agreement, and each of
the Purchasers and the Company acknowledges and agrees that the Warrant Shares
will be subject to the terms thereof and entitled to the benefits thereof.


 





















 


SECTION 2.           Representations
and Warranties of the Company.


 


2A.          Incorporation
of Certain Representations and Warranties. 
As of the Closing, the Company represents and warrants to each of the
Purchasers that each of the representations and warranties made by Navtech
Canada in Sections 6J and 6Y of the Note Purchase Agreement would be true and
correct as of the Closing Date, if (i) references to “the Company” or “the
Company Group” in such sections were references to the Company, and (ii)
references to “the Notes” in such sections were references to the Warrants and
Underlying Common Stock.


 


2B.          Organization
and Power.  The Company is a
corporation duly organized, validly existing and in good standing under the
Laws of the State of Delaware and is qualified to do business in every
jurisdiction in which the failure to so qualify might reasonably be expected to
have a Material Adverse Effect.  The
Company has the corporate power and authority and all material licenses,
permits and authorizations necessary to own and operate its properties, to
carry on its businesses as now conducted and presently proposed to be conducted,
except to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse Effect.  The
copies of the Company’s articles of incorporation and by-laws which have been
furnished to Kirkland & Ellis LLP reflect all amendments made thereto at
any time prior to the date of this Agreement and are true, correct and
complete.  The minute books (containing
the records of meetings of the stockholders, the board of directors, and any
committees of the board of directors), the stock certificate books, and the
stock record books for each member of the Company Group are correct and
complete in all material respects.  No
member of the Company Group is in default under or in violation of any provision
of its formation documents or by-laws in any material respect.


 


2C.          Capital
Stock and Related Matters.


 


(i)            As
of the Closing and immediately thereafter, the authorized capital and
outstanding Equity Securities of the Company shall be as set forth on the “Capital
Stock Schedule”.  Except as set forth
in such Schedule, as of the Closing, the Company shall not have outstanding any
Equity Securities.  The Company is not
subject to any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its Equity Securities except pursuant to this
Agreement and the other Transaction Agreements. 
All of the capital stock of the Company outstanding on the Closing Date
is validly issued, fully paid and nonassessable.


 


(ii)           Except
as set forth on the “Capital Stock Schedule” and except as may be
granted pursuant to this Agreement or the other Transaction Agreements, there
are no statutory or contractual stockholders preemptive rights, or rights of
refusal with respect to the sale and issuance of any Equity Securities of the Company.  The Company has not violated any applicable
United States securities Laws in connection with the offer, sale or issuance of
any of its Equity Securities or Debt Securities.  There are no agreements between any of the
Company’s stockholders with respect to the voting or transfer of the Company’s
Equity Securities or with respect to any other aspect of the Company’s affairs,
except for this Agreement and the other Transaction Agreements.


 





















 


2D.          Authorization;
Non-contravention.  The execution,
delivery and performance of this Agreement and the other Transaction Agreements
to which the Company or any Subsidiary is a party and the issuance of the Notes
have been duly authorized by the applicable member of the Company Group.  This Agreement and the other Transaction
Agreements to which the Company or any Subsidiary is a party each constitutes a
valid and binding obligation of the Company and such Subsidiaries, enforceable
against the Company and such Subsidiaries in accordance with their respective
terms, except as may be limited by the equitable remedies of specific
performance, other equitable remedies or principles or Laws governing creditors’
rights generally.  Neither the execution
and the delivery of this Agreement or any other Transaction Agreement nor the
consummation of the transactions contemplated hereby or thereby (including the
issuance of the Notes), (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any Government Entity to which the Company or any Subsidiary is subject,
except to the extent that such violation could not reasonably be expected to
have a Material Adverse Effect, or any provision of the constitutive documents
or by-laws of the Company or any Subsidiary, or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, or create
in any party the right to accelerate, terminate, or cancel, any material and
written agreement, contract, lease, license or instrument to which the Company
or any Subsidiary is a party or by which it is bound or to which any of its
assets is subject (or result in the imposition of any Lien upon any of its
assets, other than Permitted Liens).  No member
of the Company Group is required to give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any Government Entity or
any other Person for it to consummate the transactions contemplated by this
Agreement or any other Transaction Agreement, except for such as have been made
or obtained and except as may be required by applicable securities Laws.


 


2E.           Financial
Statements; Projections.


 


(a)           Attached
hereto on the “Financial Statements Schedule” are the following
financial statements:


 


(i)            the
audited consolidated balance sheets of the Company as of October 31, 2004,
October 31, 2003 and October 31, 2002 and the related statements of income,
cash flows (or the equivalent) and stockholders’ equity for the respective
twelve-month periods then ended; and


 


(ii)           the
unaudited consolidated balance sheet of the Company as of July 31, 2005 (the “Latest
Balance Sheet”) and the related statements of income and cash flows (or the
equivalent) for the nine-month period then ended.


 


Each of the foregoing
financial statements (including in all cases the notes thereto, if any) fairly
present in all material respects the consolidated financial position, results
of operations and changes in financial position of the Company Group, as of the
dates thereof and for the periods indicated therein and has been prepared in
accordance with GAAP, consistently applied, except the Latest Balance Sheet and
other interim unaudited financial statements do not contain the footnotes
required by GAAP.


 





















 


(b)           Attached
hereto on the “Projections Schedule” is a true and complete copy of the
latest projections of the consolidated income and cash flows of the Company
Group and EAG for the fiscal year ending October 31, 2006.  Such projections have been prepared in good faith
and are based on underlying assumptions of the Company which provide a
reasonable basis for the projections contained therein, are in the same form as
the budget for the fiscal year ending October 31, 2005 that has been delivered
to ABRY and have been adjusted to reflect the acquisition of EAG.


 


2F.           SEC
Filings.


 


(a)           Since
November 1, 2001, the Company has made all filings with the SEC that it has
been required to make under the Securities Act and the Exchange Act (such
reports collectively, the “Public Reports”).  Each of the Public Reports as of its date
complied with the Securities Act or the Exchange Act, as applicable, and the
rules promulgated thereunder or pursuant thereto in all material respects.  None of the Public Reports, as of their
respective dates, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading, except to the extent that a Public Report listed on the “Public
Reports Schedule” was corrected by a Public Report subsequently filed with
the SEC.


 


(b)           Each
required form, report and document containing financial statements that the
Company has filed with or submitted to the SEC since July 31, 2002 was accompanied
by the certifications required to be filed or submitted by the Company’s chief
executive officer and chief financial officer pursuant to the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated under such act or the
Exchange Act (collectively, the “Sarbanes-Oxley Act”), and no such
certificate has been modified or withdrawn. 
Neither the Company, any Subsidiary of the Company nor any of its
officers has received notice from any Governmental Entity questioning or
challenging the accuracy, completeness, content, form or manner of filing or
submission of such certifications.


 


SECTION 3.           Representations
of Purchasers; Legends.


 


3A.          Representations
of Purchasers.  Each of the
Purchasers, on a several (and not a joint and several) basis, hereby represents
and warrants to the Company that each of the representations and warranties
made by a Purchaser in Section 10C (other than Section 10C(ii)) of the
Note Purchase Agreement would be true and correct as of the Closing Date with
respect to such first referenced Purchaser, if (i) references to “the Company”
or “the Company Group” in such sections were references to the Company, and
(ii) references to “the Notes” in such sections were references to the Warrants
and Underlying Common Stock.


 


3B.          Legend.  Each Purchaser hereby acknowledges that each
certificate or instrument representing Warrants and Underlying Common Stock
shall be imprinted with a legend in substantially the following form, as
applicable:


 


“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 WARRANT 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.”


 


SECTION 4.           Covenants.


 


4A.          Reservation
of Common Stock.  So long as any
Warrants are outstanding, the Company shall at all times reserve and keep
available out of its authorized but unissued Common Stock, solely for the
purpose of issuance upon the exercise of the Warrants, such number of shares of
Underlying Common Stock issuable upon the exercise of all outstanding
Warrants.  The Company shall not take any
action which would cause the number of authorized but unissued shares of
Underlying Common Stock to be less than the number of such shares required to
be reserved hereunder for issuance upon exercise of all outstanding
Warrants.  All shares of Underlying
Common Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and non-assessable. 
The Company shall take all such actions as may be necessary to assure
that all such shares of Underlying Common Stock may be so issued without
violation of any applicable Law or Legal Requirement or any requirements of any
securities exchange upon which the Underlying Common Stock may be listed.


 


4B.          Use of
Proceeds.  To the extent any proceeds
from the issuance of the Notes or Warrants are received by the Company, the
Company will use such proceeds only to consummate the acquisition of EAG and to
pay related fees and expenses incurred in connection with this Agreement, the
other Transaction Agreements, and the transactions contemplated hereby and
thereby.


 





















 


4C.          Board of
Directors.


 


(a)           So long as
at least 50% of the aggregate initial principal amount of the Notes remains
outstanding, the Company shall take all necessary or desirable actions within
its control (including, without limitation, calling special Board of Directors
and stockholder meetings), so that one individual (who initially shall be John
Hunt) designated by the Majority Noteholders (the “ABRY Director”) shall
be nominated for election to the Board of Directors.


 


(b)           The
Company shall pay the reasonable out-of-pocket expenses incurred by the ABRY
Director or any Observer in connection with attending the meetings of the Board
of Directors, any Subsidiary Board of Directors and any committee of any of the
foregoing.


 


4D.          Board of
Director Observation Rights.  At any
time and from time to time when the Majority Noteholders are entitled to elect
one director to the Board of Directors pursuant to Section 4C(a) but no such
director is a member of the Board of Directors, the Company shall give the
Purchasers written notice of each meeting of the Board of Directors (and any
committees thereof), at the same time and in the same manner as notice is given
to the directors of the Board of Directors, and the Company shall permit one
representative selected by the Majority Noteholders (the “Observer”) to attend,
as an observer, all such meetings.  The
Observer shall be entitled to receive all written materials and other
information (including, without limitation, copies of meeting minutes) given to
directors of the Board of Directors (and any committees thereof) in connection
with such meetings at the same time such materials and information are given to
such directors.  The Company shall provide
a copy of any proposed action by written consent in lieu of a meeting of
directors of the Company to the Observer prior to the effective date upon
delivery to the members of the Board of Directors of such consent describing in
reasonable detail the nature and substance of such action.


 


4E.           Preemptive
Rights.


 


(a)           Except for
the issuance of:


 


(i)            Common
Stock and Options to acquire Common Stock pursuant to options, incentive or
compensation plans approved by the Board of Directors of the Company to employees,
directors and independent contractors in an aggregate amount after the date
hereof that does not exceed (x) 1,050,000 shares of Common Stock, whether issued as shares of Common Stock or
as Options to acquire Common Stock, and (y) 431,000 shares of Common Stock
issuable upon exercise of Options outstanding on the Closing Date (in each
case, as adjusted to reflect any stock split, reverse stock split, stock
dividend or similar event consummated after the date hereof),


 


(ii)           Equity
Securities issued as all or a portion of the purchase consideration paid to the
sellers in the acquisition of another company or business which has been
approved by the Board of Directors of the Company


 


(iii)          Equity
Securities issued upon the exercise of any Warrant, or the exercise, conversion
or exchange of any Option or Common Stock Equivalent described in the Capital
Stock Schedule or issued in accordance with the terms of this


 





















 


Agreement after the date of this Agreement, so long as
such issuance is made pursuant to the terms of such Option or Common Stock
Equivalent as in effect on the date hereof or at the time it was issued, as
applicable,


 


(iv)          Equity
Securities issued to any Purchaser pursuant to this Agreement,


 


(v)           Common
Stock in a stock dividend, stock split or similar event, or


 


(vi)          Common
Stock issued pursuant to a public offering registered under the Securities Act
of 1933, as amended,


 


so long as any
shares of Underlying Common Stock remain outstanding, if the Company at any
time after the Closing authorizes the issuance or sale of or proposes to sell,
any Equity Securities, the Company shall first offer to sell to each holder of
Underlying Common Stock a portion of such Equity Securities equal to the
quotient determined by dividing (1) the number of shares of Underlying Common
Stock (assuming all Warrants have been exercised for Underlying Common Stock)
held by such holder by (2) the total number of shares of Common Stock then
outstanding immediately prior to such issuance (assuming all Warrants have been
exercised for Underlying Common Stock and all in-the-money Options and Common
Stock Equivalents have been exercised or exchanged for or converted into Common
Stock in accordance with their terms). 
Each holder of Underlying Common Stock shall be entitled to purchase all
or any portion of such Equity Securities at the most favorable price and on the
most favorable terms as such Equity Securities are to be offered to any other
Persons.


 


(b)           To
exercise its purchase rights under this Section 4E, a holder of Underlying
Common Stock must within 15 business days after receipt of written notice from
the Company describing in reasonable detail the Equity Securities being
offered, the purchase price thereof, the payment terms and such holder’s
percentage allotment, deliver a written notice to the Company describing its
election hereunder.  If all of the Equity
Securities offered to the holders of Underlying Common Stock are not fully
subscribed by such holders, the remainder of such Equity Securities shall be
reoffered by the Company to the holders purchasing their full allotment upon
the terms set forth in this paragraph, except that such holders must exercise
their purchase rights within 5 business days after receipt of such reoffer.


 


(c)           Upon the
expiration of the offering periods described above, the Company shall be
entitled to sell such Equity Securities which the holders of Underlying Common
Stock have not elected to purchase during the 90 days following such expiration
on terms and conditions no more favorable to the purchasers thereof than those
offered to such holders.  Any Equity
Securities offered or sold by the Company after such 90-day period must be
reoffered to the holders of Underlying Common Stock pursuant to the terms of
this Section 4E.


 


(d)           Nothing contained
in this Section 4E shall be deemed to amend, modify or limit in any way
the restrictions on the issuance of Equity Securities set forth elsewhere in
this Agreement or in any other agreement to which the Company or any Subsidiary
of the Company is bound.


 





















 


4F.           Issuance
of Equity Securities. So long as any shares of Underlying Common Stock
remain outstanding, in addition to any other limitation set forth in this
Agreement or any other Transaction Agreement, the Company will not without the
prior authorization and approval of the holders of a majority of the Underlying
Common Stock then outstanding, authorize, issue or enter into any agreement
providing for the issuance (contingent or otherwise) of any Equity Securities
that are not capital stock, Options or Common Stock Equivalents.


 


SECTION 5.           Nature
of Restricted Securities; Transfer of Restricted Securities; General Transfer
Procedure.


 


5A.          General
Provisions.


 


(a)           Each
Purchaser acknowledges and agrees that the Warrants it is acquiring and the Underlying
Common Stock are characterized as “restricted securities” under the federal
securities Laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such Laws such
securities may be resold without registration under the Securities Act only in
certain limited circumstances as set forth in this Section 5.  In the absence of an effective registration
statement covering such securities or an available exemption from registration
under the Securities Act, the Warrants and Underlying Common Stock must be held
indefinitely.  In this connection, such
Purchaser represents that it is familiar with Rule 144, as presently in effect,
and understands the resale limitations imposed thereby and by the Securities
Act, including the Rule 144 condition that current information about the
Company be available to the public.


 


(b)           The
Warrants and Underlying Common Stock are transferable only pursuant to (a)
public offerings registered under the Securities Act, (b) Rule 144 or Rule 144A
adopted by the SEC under the Securities Act or any similar rule or regulation
hereafter adopted by the SEC if the exemption from registration under such rule
is available and (c) any other legally available means of transfer.


 


5B.          Legend
Removal.  If the Warrants or
Underlying Common Stock become eligible for sale pursuant to Rule 144(k)
adopted by the SEC under the Securities Act (as such rule may be amended from
time to time) or any similar rule or regulation hereafter adopted by the SEC or
an effective registration statement under the Securities Act, the Company
shall, upon the request of the holder of such securities, remove the legend set
forth in Section 3 of this Agreement from the certificates for such
securities.


 


SECTION 6.           Definitions.


 


6A.          Note
Purchase Agreement Definitions. 
Capitalized terms used in this Agreement and not otherwise defined shall
have the respective meanings ascribed thereto in the Note Purchase Agreement.


 


6B.          Other
Defined Terms.  For the purposes of
this Agreement, the following terms shall have the following meanings:


 





















 


“Warrant Shares”
means the shares of Common Stock issuable upon the exercise of the Warrants.


 


“Warrants”
means the stock purchase warrants issued pursuant to the terms of this Agreement,
substantially in the form attached hereto as Exhibit A.


 


SECTION 7.           Miscellaneous.


 


7A.          Expenses.  The Company agrees to pay, and hold the
Purchasers harmless against any Liability for the payment of the reasonable and
documented fees and expenses incurred with respect to any restatements,
amendments or waivers (whether or not the same become effective) under or in
respect of this Agreement or any other Transaction Agreement.  The Company shall pay, and hold each Purchaser
and each holder of Warrants and Underlying Common Stock harmless against
Liability for the payment of, (1) stamp and other taxes (but excluding any
income taxes of Purchasers) which may be payable in respect of the execution
and delivery of this Agreement or the issuance, delivery or acquisition of any
Warrants or Underlying Common Stock, and (2) the fees and expenses incurred
with respect to the enforcement of the rights granted under this Agreement or
any other Transaction Agreement, and (3) the fees and expenses incurred by each
such Person in making any filing with any Governmental Entity with respect to
its investment in the Company or in any other filing with any Governmental
Entity with respect to the Company which mentions such Person.


 


7B.          Other
Miscellaneous Provisions.  Sections
10B, 10D through 10G, and 10J through 10Q of
the Note Purchase Agreement are hereby incorporated by reference herein, except
that, for purposes of such sections as so incorporated (i) references to “the
Company” or “the Company Group” in such sections shall be deemed references to
the Company under this Agreement, and (ii) references to “the Notes” in such
sections shall be deemed references to the Warrants and Underlying Common Stock
under this Agreement.


 


7C.          Notices;
Business Days.  All notices and other
communications provided for herein shall be dated and in writing and shall be
deemed to have been duly given when given in accordance with the notice
provisions of the Note Purchase Agreement, 
to the party to whom it is directed in the case of a Purchaser, to the
address set forth on the Schedule of Warrantholders, and in the case of
the Company as follows:


 





















 


2340 Garden Road

Suite 207

Monterey, CA 93940

Attention:  David Strucke

Facsimile:  1-301-961-6790


 


with a copy (which shall not constitute notice to the Company) to:


 


Choate, Hall & Stewart, LLP

Two International Place

Boston, MA 02110

Attention:  Fred Callori, Esq.

Facsimile:  1-617-248-4000


 


If any time period
for giving notice or taking action expires on a day which is a Saturday, Sunday
or legal holiday in the State of New York or the Commonwealth of Massachusetts
(any other day being a “business day”), such time period shall automatically be
extended to, the next business day immediately following such Saturday, Sunday
or legal holiday.


 


7D.          Consent
to Amendments and Waivers.  Except as
otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective against the Company or the
holders of the Warrants or Underlying Common Stock unless such modification,
amendment or waiver is approved in writing by (i) the Company and (ii) the
holders of a majority of the Underlying Common Stock.  Notwithstanding the foregoing, without the
consent of any other Person, the Company may amend this Agreement to change the
addresses for notice to any Person at such Person’s request.  No other course of dealing between the
Company and any holder of Warrants or Underlying Common Stock or any delay in
exercising any rights, power or remedy under this Agreement or any of the other
Transaction Agreements shall operate as a waiver of any rights of any such
holder.


 


7E.           Consideration
for Notes and Warrants.  The
Purchasers and the Company acknowledge and agree that the fair market value of
any Warrant issued hereunder shall be an amount equal to the product of $2.24
multiplied by the number of shares of Common Stock for which such Warrant is
initially exercisable.  The Purchasers
and the Company further acknowledge and agree that, notwithstanding that a
portion of the aggregate consideration that is payable in connection with the
transactions contemplated by the Transaction Agreements is deemed to have been
made for the acquisition of Warrants hereunder, for ease of the financing
contemplated by the Note Purchase Agreement, the aggregate consideration that
is payable in connection with the transactions contemplated by the Transaction
Agreements shall be made directly to Navtech Canada.  Each Purchaser and the Company shall file
their respective federal, state, provincial, territorial and local Tax returns
in a manner which is consistent with such valuation and allocation and shall
not take any contrary position with any Taxing authority.


 


*              *              *              *


 





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Warrant Agreement to be signed by
its duly authorized officers as of the date first written above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
  NAVTECH, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  ABRY MEZZANINE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ABRY MEZZANINE INVESTORS, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ABRY MEZZANINE HOLDINGS LLC,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABRY
  INVESTMENT PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ABRY
  Investment GP, LLC

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
							



 





















 


SCHEDULE OF WARRANTHOLDERS


 


	
  Warrantholder

  	
   

  	
  Warrant Shares

  
	
   

  	
   

  	
   

  
	
  ABRY Mezzanine
  Partners, L.P.

  111 Huntington
  Avenue

  30th Floor

  Boston, MA 02199

  Attention: John Hunt

  Facsimile: (617) 859-8797

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy (which
  shall not constitute notice to

  the Purchaser) to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kirkland & Ellis
  LLP

  Citigroup Center

  153 East 53rd Street

  New York, NY 10022

  Attention: John Kuehn, Esq.

  Facsimile: (212) 446-6460

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABRY Investment
  Partnership, L.P.

  111 Huntington Avenue

  30th Floor

  Boston, MA 02199

  Attention: John Hunt

  Facsimile: (617) 859 8797

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy (which
  shall not constitute notice to

  the Purchaser) to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kirkland & Ellis
  LLP

  Citigroup Center

  153 East 53rd Street

  New York, NY 10022

  Attention: John Kuehn, Esq.

  Facsimile: (212) 446-6460

  	
   

  	
   

  



 





















 


CAPITAL STOCK SCHEDULE


 


13





















 


EXHIBIT A


 


FORM OF WARRANT


 


A-1