Exhibit 10.10


 


EXECUTION COPY


 


PARENT GUARANTY


 


This GUARANTY (this “Guaranty”), dated as of November 22, 2005,
by and between Navtech, Inc., a Delaware corporation (the “Guarantor”),
and ABRY Mezzanine Partners, L.P., a Delaware limited partnership, individually
and as agent (in such capacity, “Agent”) for itself and the other
Obligees (as that term is defined herein).


 


W I T N E S S E T H:


 


WHEREAS, Navtech Systems Support Inc., a company incorporated under the
laws of Ontario (the “Company”), Agent and the other Purchasers which
are signatories thereto are parties to that certain Note Purchase Agreement
dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”);


 


WHEREAS, the Guarantor will realize significant economic benefits in
connection with the consummation of the transactions contemplated by the
Purchase Agreement and the other Transaction Agreements; and


 


WHEREAS, it is a condition precedent to the consummation of the
transactions contemplated by the Purchase Agreement that the Guarantor executes
this Guaranty.


 


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


 


1.             DEFINITIONS.


 


Capitalized terms used herein shall have the meanings assigned to them
in the Purchase Agreement, unless otherwise defined herein.


 


References to this “Guaranty” shall mean this Guaranty, including all
amendments, modifications and supplements and any annexes, exhibits and
schedules to any of the foregoing, and shall refer to this Guaranty as the same
may be in effect at the time such reference becomes operative.


 


“Obligee” means the Agent and any holder of a Note and their
respective successors, transferees, endorsees and assigns.


 


“Subsidiary Guarantor” means each Subsidiary that is or becomes
party to the Subsidiary Guaranty after the date hereof.


 


2.                                      THE
GUARANTY.


 


2.1           Guaranty
of Guaranteed Obligations.  The
Guarantor hereby unconditionally guarantees to the Obligees, the prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of
the Company’s and each Subsidiary Guarantor’s obligations as and when due and
owing to the Obligees under and in accordance with the Transaction


 





















 


Agreements (hereinafter, the “Guaranteed Obligations”).  The Guarantor agrees that this Guaranty is a
guaranty of payment and performance and not of collection, and that its
obligations under this Guaranty shall be primary, absolute and unconditional,
irrespective of, and unaffected by, to the fullest extent permitted by Law:


 


(a)           the
genuineness, validity, regularity, enforceability or any future amendment of,
or change in this Guaranty (other than amendments or changes made to this
Guaranty in accordance with the terms hereof), any other Transaction Agreement
or any other agreement, document or instrument to which the Guarantor, Company
or any Subsidiary Guarantor is or may become a party in connection with the
Transaction Agreements or the transactions contemplated thereby, or any
amendment or change in any of the foregoing made in accordance with the terms
thereof;


 


(b)           the
absence of any action to enforce this Guaranty or any other Transaction
Agreement or the waiver or consent by Agent and/or any other Obligees with
respect to any of the provisions hereof (except to the extent of such waiver or
consent) or thereof;


 


(c)           the
existence, value or condition of, or failure to perfect its Lien against any
collateral for the Guaranteed Obligations or any action, or the absence of any
action, by Agent in respect thereof (including, without limitation, the release
of any such security);


 


(d)           the
insolvency of any member of the Company Group; or


 


(e)           any other
action or circumstances which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor;


 


it being agreed by the Guarantor that its obligations
under this Guaranty shall not be discharged until the date upon which each of
the Company and each Subsidiary Guarantor has performed in full all of its
obligations arising pursuant to the Transaction Agreements in accordance with
the terms thereof (the “Termination Date”).  The Guarantor shall be regarded, and shall be
in the same position, as a primary obligor and not as a surety.  The Guarantor agrees that any notice or
directive given at any time to Agent that is inconsistent with the waiver in Section
2.1(b) shall be null and void and may be ignored by Agent and Obligees,
and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty, unless
Agent and Obligees have specifically agreed otherwise in writing.  It is agreed among the Guarantor, Agent and
Obligees that the foregoing waivers are of the essence of the transactions
contemplated by the Transaction Agreements and that, but for this Guaranty and
such waivers, Obligees would decline to enter into the Transaction Agreements.


 


2.2           Demand
by Agent or Obligees.  In addition to
the terms of the Guaranty set forth in Section 2.1 hereof, and in no
manner imposing any limitation on such terms, it is expressly understood and
agreed that, if for any reason the Company shall fail or be unable duly and
punctually to pay any of the Guaranteed Obligations at any time, the Guarantor
hereby agrees to pay the full amount of such Guaranteed Obligations immediately
upon demand.  Payment by the Guarantor
shall be made to Agent for the ratable benefit of the Obligees in immediately
available Federal funds to an account designated by Agent or at the address set
forth in Section 6.4 for the


 


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giving of notice to Agent or at any other address that may be specified
in writing from time to time by Agent, and shall be forthwith credited and
applied to the Guaranteed Obligations.


 


2.3           Enforcement
of Guaranty.  In no event shall Agent
have any obligation (although it is entitled, at its option) to proceed against
the Company or any other member of the Company Group before seeking
satisfaction from any or all Subsidiary Guarantors, and Agent may proceed,
prior or subsequent to, or simultaneously with, the enforcement of Agent’s
rights hereunder, to exercise any right or remedy which it may have available
to it pursuant to the terms of the Transaction Agreements.


 


2.4           Waiver.  In addition to the waivers contained in Section
2.1 hereof, to the fullest extent
permitted by Law, the Guarantor waives and agrees that it shall not at
any time insist upon, plead or in any manner whatever claim any appraisal,
valuation, stay, extension, marshaling of assets or redemption laws, or exemption,
whether now or at any time hereafter in force, which may delay, prevent or
otherwise affect the performance by the Guarantor of the Guaranteed Obligations
under, or the enforcement by Agent or Obligees of, this Guaranty.  To
the fullest extent permitted by Law, the Guarantor hereby waives
diligence, presentment and demand (whether for non-payment or protest or of
acceptance, maturity, extension of time, change in nature or form of the
Guaranteed Obligations, acceptance of further security, release of further
security, composition or agreement arrived at as to the amount of, or the terms
of, the Guaranteed Obligations, notice of adverse change in the Company’s
financial condition or any other fact which might increase the risk to the
Guarantor) with respect to any of the Guaranteed Obligations or all other
demands whatsoever and waive the benefit of all provisions of Law which are or
might be in conflict with the terms of this Guaranty.  The Guarantor agrees that, as of the date of
this Guaranty and to its knowledge, its obligations under this Guaranty are not
subject to any offsets or defenses against Agent or Obligees or any member of
the Company Group of any kind.  To the
fullest extent permitted by Law, and subject to the terms of any Subordination
Agreement, the Guarantor further agrees that it shall not seek to enforce any
counterclaims, offsets or defenses against Agent or any Obligee or against any
member of the Company Group of any kind which may arise in the future.


 


2.5           Benefit
of Guaranty.  The provisions of this
Guaranty are for the benefit of Obligees, and nothing herein contained shall
impair, as between any member of the Company Group and Obligees, the
obligations of any member of the Company Group under the Transaction
Agreements.


 


2.6           Modification
of Guaranteed Obligations, Etc.  The
Guarantor hereby acknowledges and agrees that Agent and the other Obligees may
at any time or from time to time, with or without the consent of or notice to
the Guarantor or any Subsidiary Guarantor:


 


(a)           change or
extend the manner, place or terms of payment of, or renew or alter all or any
portion of, the Guaranteed Obligations;


 


(b)           take any
action under or in respect of the Transaction Agreements in the exercise of any
remedy, power or privilege contained therein or available to it at law, equity
or otherwise, or waive or refrain from exercising any such remedies, powers or
privileges;


 


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(c)           amend or
modify, in any manner whatsoever, the other Transaction Agreements;


 


(d)           extend or
waive the time for any member of the Company Group’s performance of, or
compliance with, any term, covenant or agreement on its part to be performed or
observed under the Transaction Agreements, or waive such performance or compliance
or consent to a failure of, or departure from, such performance or compliance;


 


(e)           take and
hold collateral for the payment of the Guaranteed Obligations guaranteed hereby
or sell, exchange, release, dispose of, or otherwise deal with, any property
pledged, mortgaged or conveyed, or in which Agent or other Obligees have been
granted a Lien, to secure any Obligations;


 


(f)            release
anyone who may be liable in any manner for the payment of any amounts owed by
the Guarantor or any other member of the Company Group to Agent or any other
Obligee;


 


(g)           modify or
terminate the terms of any intercreditor or subordination agreement pursuant to
which claims of other creditors of the Guarantor or any other member of the
Company Group are subordinated to the claims of Agent and Obligees, or enter
into an intercreditor or subordination agreement with any other creditor of the
Guarantor or any other member of the Company Group, except for such
intercreditor or subordination agreements to which the Guarantor is a party if
the Guarantor’s consent is required pursuant to the terms thereof; and/or


 


(h)           apply any
sums by whomever paid or however realized to any amounts owing by the Guarantor
or any other member of the Company Group to Agent or any other Obligee in such
manner as Agent or any Obligee shall determine in its discretion;


 


and Agent and other Obligees shall not incur any
liability to the Guarantor as a result thereof, and no such action shall impair
or release the Guaranteed Obligations of the Guarantor under this Guaranty.


 


2.7           Reinstatement.  This Guaranty shall remain in full force and
effect and continue to be effective should any petition be filed by or against
the Guarantor or any other member of the Company Group for liquidation or
reorganization, should the Guarantor or any other member of the Company Group
become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the assets
of the Guarantor or any other member of the Company Group, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Guaranteed Obligations, or any part thereof, is,
pursuant to applicable Law, rescinded or reduced in amount, or must otherwise
be restored or returned by Agent or any Obligee, whether as a “voidable
preference,” “fraudulent conveyance,” or otherwise, all as though such payment
or performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Guaranteed Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.


 


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2.8           Waiver
of Subrogation, Etc.  Notwithstanding
anything to the contrary in this Guaranty or in any other Transaction
Agreement, the Guarantor hereby:


 


(a)           expressly
and irrevocably waives, on behalf of itself and its successors and assigns
(including any surety) until the Termination Date, any and all rights at law or
in equity to subrogation, to reimbursement, to exoneration, to contribution, to
indemnification, to set-off or to any other rights that could accrue to a
surety against a principal, to a guarantor against a principal, to a guarantor
against a maker or obligor, to an accommodation party against the party
accommodated, to a holder or transferee against a maker, or to the holder of
any claim against any Person, and which the Guarantor may have or hereafter
acquire against any member of the Company Group in connection with or as a
result of the Guarantor’s execution, delivery and/or performance of this
Guaranty, or any other documents to which the Guarantor is a party or
otherwise; and


 


(b)           acknowledges
and agrees (i) that this waiver is intended to benefit Agent and the other
Obligees and shall not limit or otherwise effect the Guarantor’s liability
hereunder or the enforceability of this Guaranty, and (ii) that Obligees are
intended third party beneficiaries of the waivers and agreements set forth in
this Section 2.8.


 


2.9           Election
of Remedies.   If Agent may, under
applicable Law, proceed to realize benefits under any of the Transaction
Agreements giving Agent and Obligees a Lien upon any collateral owned by any
member of the Company Group, either by judicial foreclosure or by non-judicial
sale or enforcement, Agent may, at its sole option, determine which of such
remedies or rights it may pursue without affecting any of such rights and
remedies under this Guaranty.  If, in the
exercise of any of its rights and remedies, Agent shall forfeit any of its
rights or remedies, including its right to enter a deficiency judgment against
any member of the Company Group, whether because of any applicable Laws
pertaining to “election of remedies” or the like, the Guarantor, to the fullest
extent permitted by Law, hereby consents to such action by Agent and waives any
claim based upon such action, even if such action by Agent shall result in a
full or partial loss of any rights of subrogation which the Guarantor might
otherwise have had but for such action by Agent.  Any election of remedies which results in the
denial or impairment of the right of Agent to seek a deficiency judgment
against any member of the Company Group shall not impair the Guarantor’s
obligation to pay the full amount of the Guaranteed Obligations.  In the event Agent shall bid at any
foreclosure or trustee’s sale or at any private sale permitted by Law or the
Transaction Agreements, Agent may bid all or less than the amount of the
Guaranteed Obligations.


 


2.10         Contribution; Subrogation. 
At any time a payment in respect of the Guaranteed Obligations is made
under this Guaranty, the right of contribution of each Guarantor against each
other Guarantor shall be determined as provided in the immediately following
sentence, with the right of contribution of each Guarantor to be revised and
restated as of each date on which a payment (a “Relevant Payment”) is made on
the Guaranteed Obligations under this Guaranty. 
At any time that a Relevant Payment is made by a Guarantor that results
in the aggregate payments made by such Guarantor in respect of the Guaranteed
Obligations to and including the date of the Relevant Payment exceeding such
Guarantor’s Contribution Percentage (as defined below) of the aggregate
payments made by all Guarantors in respect of the Guaranteed Obligations to and
including the date of the Relevant Payment (such excess, the “Aggregate


 


5





















 


Excess Amount”), each such
Guarantor shall have a right of contribution against each other Guarantor who
has made payments in respect of the Guaranteed Obligations to and including the
date of the Relevant Payment in an aggregate amount less than such other
Guarantor’s Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the
Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate
Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is
the Aggregate Excess Amount of such Guarantor and the denominator of which is
the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate
Deficit Amount of such other Guarantor. 
A Guarantor’s right of contribution pursuant to the preceding sentences
shall arise at the time of each computation, subject to adjustment pursuant to
the preceding sentences; provided that no Guarantor may take any action to
enforce such right until the Guaranteed Obligations have been irrevocably paid
in full in cash, it being expressly recognized and agreed by all parties hereto
that any Guarantor’s right of contribution arising pursuant to this Section
2.10 against any other Guarantor shall be expressly junior and subordinate to
such other Guarantor’s obligations and liabilities in respect of the Guaranteed
Obligations and any other obligations owing under this Guaranty.  As used in this Section 2.10:  (i) each Guarantor’s “Contribution
Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net
Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net
Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall
mean the greater of (x) the Net Worth (as defined below) of such Guarantor and
(y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by
which the fair salable value of such Guarantor’s assets on the date of any
Relevant Payment exceeds its existing debts and other liabilities (including contingent
liabilities, but without giving effect to any Guaranteed Obligations arising
under this Guaranty) on such date.  All
parties hereto recognize and agree that, except for any right of contribution
arising pursuant to this Section 2.10, each Guarantor who makes any payment in
respect of the Guaranteed Obligations shall have no right of contribution or
subrogation against any other Guarantor in respect of such payment until all of
the Guaranteed Obligations have been irrevocably paid in full in cash.  Each of the Guarantors recognizes and
acknowledges that the rights to contribution arising hereunder shall constitute
an asset in favor of the party entitled to such contribution.  In this connection, each Guarantor has the
right to waive its contribution right against any Guarantor to the extent that
after giving effect to such waiver such Guarantor would remain solvent, in the
determination of the Purchasers.


 


3.                                      COVENANTS.


 


3.1           Financial
Statements and Other Information.  So
long as no Note is outstanding and any shares of Underlying Common Stock remain
outstanding, at any time that the Guarantor is not required to file reports
with the SEC pursuant to the terms of the Exchange Act, the Guarantor shall
deliver to each holder of shares of Underlying Common Stock the information set
forth in Section 4D of the Purchase Agreement.


 


3.2           Limitations
on Business Activities.  So long as
any Note remains outstanding, the Guarantor will not hold any assets, become
subject to any known Liabilities, engage in any trade or business or conduct
any business activity other than (i) substantially as conducted by it as of the
Closing Date, (ii) the ownership of Equity Securities of the Company, (iii) the
Incurrence of Indebtedness as a guarantor of the Notes, or other transactions
permitted in connection with the performance of its obligations under the
Transaction Agreements or the Acquisition Agreement,


 


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(iv) such activities as are necessary or desirable with respect to the
Guarantor’s status as a reporting company pursuant to the Exchange Act and (v)
such other activities and obligations as are in the Ordinary Course of Business
on the date hereof or incidental to the activities and obligations described in
clauses (i) through (iv) above.


 


3.3           Restrictive
Covenants.  So long as any Notes
remain outstanding, the Guarantor will not take any of the following actions
without the prior authorization and approval of the Majority Noteholders:


 


(i)            [Reserved]


 


(ii)           directly or indirectly
declare or pay any dividends or interest or make any distributions upon, or
redeem, repurchase or otherwise acquire, any Junior Securities of any member of
the Company Group, except for:  (1)
deferred purchase price payments to SAS
in accordance with the Acquisition Agreement, (2) distributions or
redemptions paid by a Wholly-Owned Subsidiary of the Guarantor to the Guarantor
or another Wholly-Owned Subsidiary of the Guarantor, (3) redemptions of the
Notes, Warrants or Underlying Common Stock in accordance with the Transaction
Agreements, (4) dividends paid by the Guarantor to holders of series A
preferred stock of the Guarantor at a rate not to exceed 5% per annum, (5)
distributions by the Company to the Guarantor to enable the Guarantor to pay
the dividends referred to in clause (4) of this paragraph and miscellaneous
expenses in an aggregate amount that, together with the aggregate amount of all
payments described in clause (4), does not exceed $250,000 during any Fiscal
Year, (6) dividends with respect to the capital stock of any member of the
Company Group payable solely in additional shares of capital stock of the same
type and (7) redemptions or repurchases of Equity Securities of Guarantor which
do not require any member of the Company Group to transfer any consideration
(whether cash or otherwise) other than nominal consideration in connection with
such redemption or repurchase, or which are effected through a cashless
exercise, in each case made pursuant to and in accordance with stock option plans
or other benefit plans approved by the Board of Directors for management or
employees of the Company Group upon the termination of employment of a
director, officer or employee of the Company Group, so long as, in each case
described in clause (4) and (5) above, both before and after giving effect to
such payment, no Event of Default or Potential Event of Default is in
existence; provided that, with respect to redemptions or repurchases of Equity
Securities of the Guarantor made pursuant to clause (7) above, any amounts paid
by any member of the Company Group in connection with such redemptions or
repurchases shall be deemed to have been paid from the proceeds of Indebtedness
Incurred by the Company in order to finance such redemptions or repurchases for
purposes of Section 4F(i) of the Purchase Agreement;


 


(iii)          make any Guarantee for
the benefit of any Person (including any guaranty by the Company or any of its
Subsidiaries of any Indebtedness of the Guarantor), except for (1) reasonable
advances by members of the Company Group to employees of the Company Group in
the Ordinary Course of Business and (2) any Guarantee of the Notes or any
Indebtedness of another member of the Company Group (other than the Guarantor)
incurred in compliance with Section 4F(i) of the Purchase Agreement;


 


(iv)          merge, amalgamate or
consolidate with any Person (other than (1) to the extent permitted under Section
3.3(v) below, so long as the rights, obligations and


 


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responsibilities of the Guarantor or applicable
Subsidiary continue in the newly-formed entity, (2) in a merger, amalgamation
or consolidation involving only Wholly-Owned Subsidiaries of the Guarantor or
(3) in a merger, amalgamation or consolidation in which the rights, obligations
and responsibilities of the Guarantor or applicable Subsidiary continue in the
newly-formed entity);


 


(v)           acquire or enter into
an agreement to acquire, or permit any Subsidiary to acquire or enter into an
agreement to acquire, any interest in any company or business (whether by a
purchase of assets, purchase of stock, merger, amalgamation, consolidation or
otherwise) or enter into any joint venture, in each case involving an aggregate
consideration (including the assumption of Liabilities) exceeding $4.0 million
in the aggregate during any Fiscal Year (including in the calculation of the
amount of any acquisitions for the purpose of this Section 3.3(v), the
amount of any acquisitions made by the Company in accordance with Section 4B(v)
of the Purchase Agreement during such Fiscal Year);


 


(vi)          become subject to
(including by way of amendment to or modification of) any agreement or
instrument which by its terms would (under any circumstances) restrict (1) the
right of any member of the Company Group to make loans or advances or pay
interest to, transfer property to, or repay any amounts owed to any other
member of the Company Group or any Purchaser or (2) the ability of any member
of the Company Group to perform the material provisions of this Agreement or
any of the other Transaction Agreements (including provisions relating to the
redemption of the Notes and repayment of the principal amount and interest on
the Notes); provided that the foregoing shall not apply to (A)
restrictions and conditions imposed by Law, the Transaction Agreements or the
Acquisition Agreement, (B) customary restrictions and conditions contained in
agreements relating to the sale or disposition of a Subsidiary pending such
sale or disposition, provided such restrictions and conditions apply only to
the Subsidiary that is to be sold or disposed and such sale or disposition is
permitted hereunder, (C) restrictions or conditions imposed by the lender(s)
under any agreement governing any Senior Debt and (D) customary provisions in
leases and other contracts restricting the assignment thereof;


 


(vii)         effect a recapitalization
or reorganization in any form of transaction into a limited liability company,
a partnership or any other non-corporate entity, or otherwise become, an entity
that is treated as a partnership for federal income tax purposes; or


 


(viii)        grant or permit any Lien
on any of its assets, other than Permitted Liens.


 


4.                                      FURTHER
ASSURANCES.


 


The Guarantor agrees, upon the written request of Agent or the Majority
Noteholders, to execute and deliver to Agent or the Majority Noteholders, from
time to time, any additional instruments or documents reasonably considered
necessary by Agent or the Majority Noteholders to cause this Guaranty to be,
become or remain valid and effective in accordance with its terms.


 


5.                                      PAYMENTS
FREE AND CLEAR OF TAXES.


 


All payments required to be made by the Guarantor hereunder shall be
made to Agent and the other Obligees free and clear of, and without deduction
for, any and all present


 


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and future Taxes (excluding capital Taxes and Taxes
imposed on or measured by the net income of the holder of a Note by the
jurisdictions under the Laws of which such holder is organized or carries on
business or any political subdivisions thereof).  If the Guarantor shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder, (a) the sum
payable shall be increased as much as shall be necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 5) Agent and other Obligees, as applicable,
receive an amount equal to the sum they would have received had no such
deductions been made, (b) the Guarantor shall make such deductions, and (c) the
Guarantor shall pay the full amount deducted to the relevant taxing or other
authority in accordance with applicable Law. 
The Guarantor shall indemnify and, within ten (10) days of demand therefor,
pay Agent and each other Obligee for the full amount of Taxes (including any
Taxes imposed by any jurisdiction on amounts payable under this Section 5)
paid by Agent or such Obligee, as appropriate, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally asserted.


 


6.                                      OTHER
TERMS.


 


6.1           Entire
Agreement.  This Guaranty, together
with the other Transaction Agreements, constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements relating to a guaranty of the Company’s obligations under the
Transaction Agreements and/or the Guaranteed Obligations.


 


6.2           Headings.  The headings in this Guaranty are for
convenience of reference only and are not part of the substance of this
Guaranty.


 


6.3           Severability.  Whenever possible, each provision of this
Guaranty shall be interpreted in such a manner to be effective and valid under
applicable Law, but if any provision of this Guaranty shall be prohibited by or
invalid under applicable Law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


 


6.4           Notices.  Whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other communication
shall or may be given to or served upon any of the parties by any other party,
or whenever any of the parties desires to give or serve upon another any such
communication with respect to this Guaranty, each such notice, demand, request,
consent, approval, declaration or other communication shall be in writing and
shall be addressed to the party to be notified as follows:


 


(a)           If
to Agent, at:


 


c/o ABRY Partners, LLC

111 Huntington Avenue

30th Floor

Boston, MA  02199

Attention: John Hunt

Facsimile No:  617-859-8797


 


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with a copy (which will not constitute
notice) to:


 


Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, NY  10022-4611

Attention:  John Kuehn, Esq.

Facsimile No.: 212-446-6460


 


(b)           If to any
Obligee, at the address of such Obligee specified in the Purchase Agreement or
any other Transaction Agreement to which it is a party.


 


(c)           If to the
Guarantor, at:


 


2340 Garden
Road


Suite 207


Monterey, CA
93940


Attention:  David Strucke


Facsimile: 
301-961-6790


 


or at such other address as may be substituted by
notice given as herein provided.  The
giving of any notice required hereunder may be waived in writing by the party
entitled to receive such notice.  Every
notice, demand, request, consent, approval, declaration or other communication
hereunder shall be deemed to have been given when delivered personally to the
recipient or when sent by facsimile followed by delivery by reputable overnight
courier service (charges prepaid), one day after being sent to the recipient by
reputable overnight courier service (charges prepaid) or five days after being
mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid.  Any
notice, demand, request, consent, approval, declaration or other communication
hereunder may be given by any other means (including telecopy or electronic
mail), but shall not be deemed to have been duly given unless and until it is
actually received by the intended recipient.


 


6.5           Successors
and Assigns.  Except as otherwise
expressly provided herein, all covenants and agreements contained in this
Guaranty by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.  In
addition, and whether or not any express assignment has been made, the
provisions of this Guaranty which are for any Obligee’s benefit as a purchaser
or holder of Notes are also for the benefit of, and enforceable by, any
subsequent holder of such Notes, and such subsequent holder shall be deemed an
“Obligee” hereunder in all respects. 
The Guarantor may not assign its rights or obligations under, or assign,
sell, hypothecate or otherwise transfer any interest in, this Guaranty without
the prior written consent of the Majority Noteholders.  No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Obligations or any portion thereof or interest
therein shall in any manner affect the rights of Agent and other Obligees
hereunder.


 


6.6           Consent
to Amendments.  Except as otherwise
provided herein, no modification, amendment or waiver of any provision of this
Guaranty shall be effective against the Guarantor


 


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or any Obligee unless such modification, amendment or waiver is
approved in writing by the Guarantor and the Agent.  Notwithstanding the foregoing, without the
consent of any other Person, the Agent may amend this Guaranty to change the
addresses for notice to any Person at such Person’s request.


 


6.7           No
Waiver; Cumulative Remedies.  Neither
Agent nor any Obligee shall by any act, delay, omission or otherwise be deemed
to have waived any of its rights or remedies hereunder, and no waiver shall be
valid unless in writing, signed by Agent and then only to the extent therein
set forth.  A waiver by Agent, for itself
and the ratable benefit of Obligees, of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which Agent
would otherwise have had on any future occasion.  No failure to exercise nor any delay in
exercising on the part of Agent or any Obligee, any right, power or privilege
hereunder, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
future exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by Law.  None of the terms or provisions of this
Guaranty may be waived, altered, modified, supplemented or amended except by an
instrument in writing, duly executed by Agent and the Guarantor.


 


6.8           Termination.  This Guaranty is a continuing guaranty and
shall remain in full force and effect until the Termination Date.  Upon payment and performance in full of the
Guaranteed Obligations, Agent shall deliver to the Guarantor such documents as
the Guarantor may reasonably request to evidence such termination.


 


6.9           Counterparts.  This Guaranty may be executed in any number
of counterparts, each of which shall collectively and separately constitute one
and the same agreement.


 


6.10         GOVERNING
LAW; CONSENT TO JURISDICTION AND VENUE.


 


EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE OTHER TRANSACTION
AGREEMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
RULES OR PROVISIONS (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. 
IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF
MASSACHUSETTS SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS
GUARANTY (AND ALL ANNEXES, SCHEDULES AND EXHIBITS HERETO), EVEN THOUGH UNDER THAT
JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW
OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.


 


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6.11         JURISDICTION
AND VENUE.


 


ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY
PARTY HERETO WITH RESPECT TO THIS GUARANTY SHALL BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN BOSTON, MASSACHUSETTS, USA.  BY
EXECUTING AND DELIVERING THIS GUARANTY, THE GUARANTOR AND EACH OBLIGEE ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
GUARANTY.  THE GUARANTOR AND EACH OBLIGEE
HEREBY WAIVES ANY CLAIM THAT BOSTON, MASSACHUSETTS IS AN INCONVENIENT FORUM OR
AN IMPROPER FORUM BASED ON LACK OF VENUE.


 


6.12         WAIVER
OF JURY TRIAL.


 


THE GUARANTOR AND EACH OBLIGEE HEREBY WAIVES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, TRIAL BY JURY in any litigation in any court with respect
to, in connection with, or arising out of this Guaranty or the validity,
protection, interpretation, collection or enforcement hereof.  THE GUARANTOR AGREES THAT THIS SECTION
6.12 IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND ACKNOWLEDGES
THAT EACH OBLIGEE WOULD NOT HAVE ENTERED INTO THE TRANSACTION AGREEMENTS OR
MADE AN INVESTMENT THEREUNDER IF THIS SECTION 6.12 WERE NOT PART OF THIS
GUARANTY AND THE OTHER TRANSACTION AGREEMENTS.


 


6.13         JUDGMENT
CURRENCY.


 


(a)           If, for
the purpose of obtaining or enforcing judgment against the Guarantor in any
court in any jurisdiction, it becomes necessary to convert into any other
currency (such other currency being hereinafter in this section referred to as
the “Judgment Currency”) an amount due under this Guaranty in any
currency (the “Obligation Currency”) other than the Judgment Currency,
the conversion shall be made at the rate of exchange prevailing on the business
day immediately preceding (a) the date of actual payment of the amount due, in
the case of any proceeding in the courts of the Province of Ontario or in the
courts of any other jurisdiction that will give effect to such conversion being
made on such date, or (b) the date on which the judgment is given, in the case
of any proceeding in the courts of any other jurisdiction (the applicable date
as of which such conversion is made pursuant to this section being hereinafter
in this section referred to as the “Judgment Conversion Date”).


 


(b)           If, in the
case of any proceeding in the court of any jurisdiction referred to in the
preceding paragraph, there is a change in the rate of exchange prevailing
between the Judgment Conversion Date and the date of actual receipt of the
amount due in immediately available funds, the Guarantor shall pay such
additional amount (if any, but in any event not a lesser amount) as may be
necessary to ensure that the amount actually received in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the


 


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amount of the Judgment Currency stipulated in the judgment or judicial
order at the rate of exchange prevailing on the Judgment Conversion Date.  Any amount due from the Guarantor under this
section shall be due as a separate debt and shall not be affected by judgment
being obtained for any other amounts due under or in respect of this Guaranty.


 


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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Guaranty as of the date first above written.


 


	
   

  	
  NAVTECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  ABRY MEZZANINE PARTNERS, L.P., as Agent

  
	
   

  	
   

  
	
   

  	
  By  ABRY Mezzanine Investors, L.P.,

  
	
   

  	
   

  	
  Its general
  partner

  
	
   

  	
  By:

  	
  ABRY
  Mezzanine Holdings LLC,

  
	
   

  	
   

  	
  Its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


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