Exhibit
10.9


 


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 NOTE PURCHASE
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.


 


12.5% SENIOR SUBORDINATED NOTE DUE 2011


 


	
  $66,571.43

  	
   

  
	
   

  	
  Dated:
  November 22, 2005

  
	
  No. 002

  	
   

  
	
   

  	
  Maturity
  Date: November 22, 2011

  



 


FOR VALUE RECEIVED,
NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the “Company”),
hereby promises, upon the terms and subject to the provisions hereof, to pay to
ABRY INVESTMENT PARTNERSHIP, L.P., a Delaware limited partnership (the “Investor”),
or its registered assigns, the principal amount of SIXTY SIX THOUSAND FIVE
HUNDRED SEVENTY ONE AND 43/100 DOLLARS ($66,571.43) together with interest
thereon calculated from the date hereof in accordance with the provisions of
this Senior Subordinated Note (this “Note”).  The Company will maintain a register in which
it will record the initial ownership of this Note and any changes in ownership
of this Note which occur as permitted by and in compliance with Section 3(d) 
hereof.  The holder of this Note as
indicated at any time in such register shall be referred to herein as the “Noteholder”
of this Note.


 


This Note was issued
pursuant to a Note Purchase Agreement, dated as of November 22, 2005 (as
amended, restated or modified from time to time, the “Purchase Agreement”),
among the Investor, the Company and the other Purchasers.  Capitalized terms used in this Note but not


 





















 


otherwise defined herein have the meaning set forth in the Purchase
Agreement.  This Note is one of the “Notes”
referred to in the Purchase Agreement. 
The Noteholder is entitled to the benefits of the provisions contained
in the Purchase Agreement and may enforce the agreements of the Company and the
Subsidiaries contained therein and exercise the remedies provided for thereby
or otherwise available in respect thereof, subject to Section 4 of this
Note.


 


Section 1.               Interest.   This Note will bear interest on the unpaid
principal amount thereof, from the Closing Date until and including the date
upon which such principal amount is fully paid, at a rate equal to 12.5% per annum accrued daily, not less than 625
basis points of which (i.e., 6.25% per annum)
(the “Required Cash Interest”) will be due and payable in cash in
arrears on each May 1 and November 1, commencing with May 1, 2006.  The Company shall have the option to pay in
cash on any May 1, August 1, November 1 or February 1 any
or all of the 625 basis points (i.e., 6.25% per
annum) of interest accrued on this Note since the preceding May 1,
August 1, November 1 or February 1, as the case may be (or the
Closing Date in the case of the first such date after the Closing Date) that is
not Required Cash Interest and any such accrued interest that is not Required
Cash Interest and that the Company does not elect to pay in cash on any May 1,
August 1, November 1 or February 1 will be added to the unpaid
principal amount of this Note on such date, commencing with the next such date
to occur immediately following the date of this Note, and will be payable at
maturity.  As of any date, this Note will
have an accreted value (the “Accreted Value”) equal to the amount of
outstanding principal of, plus the accrued and unpaid interest on, this
Note as of such date.  The interest rates
set forth above are subject to increase from time to time in accordance with
the conditions set forth in Section 9B of the Purchase Agreement.  Cash Interest that is not paid when due will
bear interest at the rate then applicable to the unpaid principal amount of
this Note from time to time, and such interest will be payable in cash, on
demand.


 


Section 2.               Payment
of Principal.


 


(a)           Scheduled
Repayment.  The Company shall be
required to pay on the Maturity Date the Accreted Value of this Note.  In addition, this Note shall become due and
payable in accordance with Section 4 hereof and the terms of the Purchase
Agreement.


 


(b)           Optional
Prepayments.  The Company may not
prepay any amount owed under this Note except pursuant to Section 7 of the
Purchase Agreement.


 


Section 3.               Method
of Payment.


 


(a)           Manner;
Time of Payments.  All payments by
the Company of principal, interest, or any other amount in respect of this Note
will be made in same day funds in United States dollars delivered to the
Noteholder at such place within the United States of America as is indicated in
Section 7 below (or as the Noteholder may notify the Company from time to
time) not later than 12:00 noon (New York time) on the date due; funds received
by the Noteholder after that time will be deemed to have been paid by the
Company on the next succeeding business day. 
All references in this Agreement to “dollars” or “$” shall be to United
States dollars.


 


2





















 


(b)           Payments
on Non-Business Days.  If any payment
to be made in respect of any Note is stated to be due on a day which is a
Saturday, Sunday or legal holiday in the Province of Ontario, Canada or the
Commonwealth of Massachusetts (any other day being a “business day”), then such
payment will be due on the next succeeding business day and such extension of
time will be included in the computation of any amount of interest payable as
part of such payment.


 


(c)           Pro
Rata Payment.  If more than one Note
is outstanding, then all payments and prepayments in respect of the Notes,
whether of principal, interest, or otherwise, will be made to the Noteholders,
to the extent practicable, on a pro rata
basis, with (i) interest payments prorated on the basis of the amount of
accrued unpaid interest on each Note, and (ii) principal and other
payments prorated on the basis of the unpaid principal amount of each Note
prior to giving effect to such payments. 
If any Noteholder obtains any payment (whether voluntary, involuntary,
by application of offset or otherwise) in respect of any Note in excess of such
Noteholder’s pro rata share of
payments obtained by all Noteholders, then such Noteholder will purchase from
the other Noteholders a participation in the Notes held by such other Noteholders
as is necessary to cause such other Noteholders to share the excess payment
ratably among each of them as provided in this Section 3(c).


 


(d)           Transfer
and Exchange.  Upon surrender of this
Note for registration of transfer or for exchange to the Company at its
principal office, the Company, at its expense, will execute and deliver in
exchange therefor a new Note or Notes, as the case may be, as requested by the
Noteholder, with an Accreted Value equal to the Accreted Value of the
surrendered Note, registered as the Noteholder may request, dated so that there
will be no loss of interest on such surrendered Note and otherwise of like
tenor.  The Noteholder may transfer or
assign all or any part of this Note in accordance with the terms of the Purchase
Agreement and by completing and surrendering to the Company the assignment form
attached hereto as Exhibit A. 
The issuance of new Notes shall be made without charge to the holder of
the surrendered Note for any issuance tax in respect thereof or other cost
incurred by the Company in connection with such issuance.


 


(e)           Replacement.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
any Note and, in the case of any such loss, theft or destruction of any Note,
upon delivery of an indemnity agreement (which shall be unsecured for the
Noteholder and its Affiliates and all institutional Noteholders) in such
reasonable amount and in form and substance as the Company may reasonably
determine or, in the case of any such mutilation, upon the surrender of such
Note for cancellation to the Company at its principal office, the Company, at
its expense, will execute and deliver, in lieu thereof, a new Note of the same
class and of like tenor, dated so that there will be no loss of interest on
such lost, stolen, destroyed or mutilated Note. 
Any Note in lieu of which any such new Note has been so executed and
delivered by the Company shall not be deemed to be an outstanding Note for any
purpose of the Purchase Agreement.


 


Section 4.               Defaults/Remedies.  In the event that an Event of Default shall
occur, the unpaid balance of the principal and interest accrued on this Note
may become, or be declared and become, due and payable in the manner and with
the effect provided in the Purchase Agreement. 
Except to the extent expressly required under the Purchase Agreement or
this Note, the Company hereby waives diligence, presentment, demand, protest
and notice of any


 


3





















 


kind whatsoever.  The nonexercise
by the Noteholder of any of its rights hereunder in any particular instance
shall not constitute a waiver thereof in that or any subsequent instance.


 


Section 5.               Amendment
and Waiver.  The provisions of this
Note may be modified, amended or waived, and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed
by it, only in the manner set forth in the Purchase Agreement.


 


Section 6.               Cancellation.  After all principal, premiums (if any), and
accrued interest at any time owed on this Note have been paid in full, this
Note will be surrendered to the Company for cancellation and will not be
reissued.


 


Section 7.               Place
of Payment and Notices.  Payments of
principal and interest, and notices relating thereto are to be delivered to the
Noteholder at the following address:


 


c/o ABRY Partners, LLC


111 Huntington Avenue


30th Floor


Boston, MA 02199


Telecopy No.: (617) 859-8797


Attention:  John
Hunt


 


with a copy of any
such notice to (which shall not constitute notice to the Noteholder):


 


Kirkland & Ellis LLP


Citigroup Center


153 East 53rd Street


New York, NY 10022-4675


Telecopy No.: (212) 446-6460


Attention:  John
L. Kuehn, Esq.


 


or at such other address
as such Noteholder has specified by prior written notice to the Company.  A copy of all notices relating to payments of
principal and interest hereunder and all other notices are to be delivered as
provided in Section 10H of the Purchase Agreement.


 


Section 8.               Governing
Law.  This Note shall be governed by
and construed in accordance with the domestic laws of the Commonwealth of
Massachusetts, without giving effect to any choice of law or conflict of law
provision or rule (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.


 


Section 9.               Judgment
Currency.  The obligation of the
Company to make payment of the Accreted Value of this Note and any other
amounts payable hereunder in the currency specified for such payment hereunder
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment, which is expressed in or converted into any other


 


4





















 


currency, except to the extent that such tender or recovery shall
result in the actual receipt by the Noteholder of the full amount of the
particular currency expressed to be payable herein.  The Noteholder shall, using all amounts
obtained or received from the Company pursuant to any such tender or recovery
in payment of principal of and interest hereunder, promptly purchase the
applicable currency at the most favorable spot exchange rate determined by the
Noteholder to be available to it at such time. 
The obligation of the Company to make payments in a particular currency
shall be enforceable as an alternative or additional cause of action solely for
the purpose of recovering in the applicable currency the amount, if any, by
which such actual receipt shall fall short of the full amount of the currency.


 


Section 10.             Interest
Act (Canada).  For the purposes of
disclosure pursuant to the Interest Act (Canada), the annual rates of interest
or fees to which the rates of interest or fees provided in this Note (and
stated herein to be computed on the basis of a 365 day year or any other period
of time less than a calendar year) are equivalent, are the rates so determined
multiplied by the actual number of days in the applicable calendar year and
divided by 365 or 366, as applicable. The rates of interest under this Note are
nominal rates, and not effective rates or yields.  The principle of deemed reinvestment of
interest does not apply to any interest calculation under this Note.


 


Section 11.             Criminal
Code (Canada).  If any provision of
this Note would obligate the Company to make any payment of interest or other
amount payable to the Noteholder in an amount or calculated at a rate which
would be prohibited by law or would result in a receipt by the Noteholder of
interest at a criminal rate (as construed under the Criminal Code (Canada)),
then notwithstanding that provision, that amount or rate shall be deemed to
have been adjusted with retroactive effect to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by law or result in
a receipt by the Noteholder of interest at a criminal rate, the adjustment to
be effected, to the extent necessary, as follows: (i) firstly, by reducing
the amount or rate of interest required to be paid to the Noteholder under this
Note; and (ii) thereafter, by reducing any fees, commissions, premiums and
other amounts required to be paid to the Noteholder which would constitute
interest for purposes of Section 347 of the Criminal Code (Canada).


 


*     *     *     *     *     


 


5





















 


IN WITNESS WHEREOF,
the Company executed and delivered this Note on the date first written above.


 


 


	
  NAVTECH SYSTEMS SUPPORT INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


EXHIBIT A


 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


(I) or (we) assign and transfer this Note to


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


 


(Print or type
assignee’s name, address and zip code)


 


and irrevocably appoint                                                                                                                                                             
                  
                                                             
agent to transfer this Note on the books of Navtech Systems Support, Inc.  The agent may substitute another to act for
such agent.


 


 


	
  Date: 

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  
					



(Sign exactly as your name appears on the front
of this Note)


 


 


Signature Guarantee:


 





















 


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 NOTE PURCHASE
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.


 


12.5% SENIOR SUBORDINATED NOTE DUE 2011


 


	
  $14,933,428.57

  	
   

  
	
   

  	
  Dated:
  November 22, 2005

  
	
  No. 004

  	
   

  
	
   

  	
  Maturity
  Date: November 22, 2011

  



 


FOR VALUE RECEIVED,
NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the “Company”),
hereby promises, upon the terms and subject to the provisions hereof, to pay to
ABRY MEZZANINE PARTNERS, L.P., a Delaware limited partnership (the “Investor”),
or its registered assigns, the principal amount of FOURTEEN MILLION NINE
HUNDRED THIRTY-THREE THOUSAND FOUR HUNDRED TWENTY-EIGHT AND 57/100 DOLLARS
($14,933,428.57) together with interest thereon calculated from the date hereof
in accordance with the provisions of this Senior Subordinated Note (this “Note”).  The Company will maintain a register in which
it will record the initial ownership of this Note and any changes in ownership
of this Note which occur as permitted by and in compliance with Section 3(d) 
hereof.  The holder of this Note as
indicated at any time in such register shall be referred to herein as the “Noteholder”
of this Note.


 


This Note was issued
pursuant to a Note Purchase Agreement, dated as of November 22, 2005 (as
amended, restated or modified from time to time, the “Purchase Agreement”),
among


 





















 


the Investor, the Company and the other Purchasers.  Capitalized terms used in this Note but not
otherwise defined herein have the meaning set forth in the Purchase
Agreement.  This Note is one of the “Notes”
referred to in the Purchase Agreement. 
The Noteholder is entitled to the benefits of the provisions contained
in the Purchase Agreement and may enforce the agreements of the Company and the
Subsidiaries contained therein and exercise the remedies provided for thereby
or otherwise available in respect thereof, subject to Section 4 of this
Note.


 


Section 1.               Interest.  This Note will bear interest on the unpaid
principal amount thereof, from the Closing Date until and including the date
upon which such principal amount is fully paid, at a rate equal to 12.5% per annum accrued daily, not less than 625
basis points of which (i.e., 6.25% per annum)
(the “Required Cash Interest”) will be due and payable in cash in arrears
on each May 1 and November 1, commencing
with May 1, 2006.  The Company shall
have the option to pay in cash on any May 1, August 1, November 1
or February 1 any or all of the 625 basis points (i.e., 6.25% per annum) of interest accrued on this Note
since the preceding May 1, August 1, November 1 or February 1,
as the case may be (or the Closing Date in the case of the first such date
after the Closing Date) that is not Required Cash Interest and any such accrued
interest that is not Required Cash Interest and that the Company does not elect
to pay in cash on any May 1, August 1, November 1 or February 1
will be added to the unpaid principal amount of this Note on such date,
commencing with the next such date to occur immediately following the date of
this Note, and will be payable at maturity. 
As of any date, this Note will have an accreted value (the “Accreted
Value”) equal to the amount of outstanding principal of, plus the
accrued and unpaid interest on, this Note as of such date.  The interest rates set forth above are
subject to increase from time to time in accordance with the conditions set
forth in Section 9B of the Purchase Agreement.  Cash Interest that is not paid when due will
bear interest at the rate then applicable to the unpaid principal amount of
this Note from time to time, and such interest will be payable in cash, on
demand.


 


Section 2.               Payment
of Principal.


 


(a)           Scheduled
Repayment.  The Company shall be
required to pay on the Maturity Date the Accreted Value of this Note.  In addition, this Note shall become due and
payable in accordance with Section 4 hereof and the terms of the Purchase
Agreement.


 


(b)           Optional
Prepayments.  The Company may not
prepay any amount owed under this Note except pursuant to Section 7 of the
Purchase Agreement.


 


Section 3.               Method
of Payment.


 


(a)           Manner;
Time of Payments.  All payments by
the Company of principal, interest, or any other amount in respect of this Note
will be made in same day funds in United States dollars delivered to the
Noteholder at such place within the United States of America as is indicated in
Section 7 below (or as the Noteholder may notify the Company from time to
time) not later than 12:00 noon (New York time) on the date due; funds received
by the Noteholder after that time will be deemed to have been paid by the
Company on the next succeeding business day. 
All references in this Agreement to “dollars” or “$” shall be to United
States dollars.


 


2





















 


(b)           Payments
on Non-Business Days.  If any payment
to be made in respect of any Note is stated to be due on a day which is a
Saturday, Sunday or legal holiday in the Province of Ontario, Canada or the
Commonwealth of Massachusetts (any other day being a “business day”), then such
payment will be due on the next succeeding business day and such extension of
time will be included in the computation of any amount of interest payable as
part of such payment.


 


(c)           Pro
Rata Payment.  If more than one Note
is outstanding, then all payments and prepayments in respect of the Notes,
whether of principal, interest, or otherwise, will be made to the Noteholders,
to the extent practicable, on a pro rata
basis, with (i) interest payments prorated on the basis of the amount of
accrued unpaid interest on each Note, and (ii) principal and other
payments prorated on the basis of the unpaid principal amount of each Note
prior to giving effect to such payments. 
If any Noteholder obtains any payment (whether voluntary, involuntary,
by application of offset or otherwise) in respect of any Note in excess of such
Noteholder’s pro rata share of
payments obtained by all Noteholders, then such Noteholder will purchase from
the other Noteholders a participation in the Notes held by such other
Noteholders as is necessary to cause such other Noteholders to share the excess
payment ratably among each of them as provided in this Section 3(c).


 


(d)           Transfer
and Exchange.  Upon surrender of this
Note for registration of transfer or for exchange to the Company at its principal
office, the Company, at its expense, will execute and deliver in exchange
therefor a new Note or Notes, as the case may be, as requested by the
Noteholder, with an Accreted Value equal to the Accreted Value of the
surrendered Note, registered as the Noteholder may request, dated so that there
will be no loss of interest on such surrendered Note and otherwise of like
tenor.  The Noteholder may transfer or
assign all or any part of this Note in accordance with the terms of the
Purchase Agreement and by completing and surrendering to the Company the
assignment form attached hereto as Exhibit A.  The issuance of new Notes shall be made
without charge to the holder of the surrendered Note for any issuance tax in
respect thereof or other cost incurred by the Company in connection with such
issuance.


 


(e)           Replacement.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
any Note and, in the case of any such loss, theft or destruction of any Note,
upon delivery of an indemnity agreement (which shall be unsecured for the
Noteholder and its Affiliates and all institutional Noteholders) in such
reasonable amount and in form and substance as the Company may reasonably
determine or, in the case of any such mutilation, upon the surrender of such
Note for cancellation to the Company at its principal office, the Company, at
its expense, will execute and deliver, in lieu thereof, a new Note of the same
class and of like tenor, dated so that there will be no loss of interest on
such lost, stolen, destroyed or mutilated Note. 
Any Note in lieu of which any such new Note has been so executed and
delivered by the Company shall not be deemed to be an outstanding Note for any
purpose of the Purchase Agreement.


 


Section 4.               Defaults/Remedies.  In the event that an Event of Default shall
occur, the unpaid balance of the principal and interest accrued on this Note
may become, or be declared and become, due and payable in the manner and with
the effect provided in the Purchase Agreement. 
Except to the extent expressly required under the Purchase Agreement or
this Note, the Company hereby waives diligence, presentment, demand, protest
and notice of any


 


3





















 


kind whatsoever.  The nonexercise
by the Noteholder of any of its rights hereunder in any particular instance
shall not constitute a waiver thereof in that or any subsequent instance.


 


Section 5.               Amendment
and Waiver.  The provisions of this
Note may be modified, amended or waived, and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed
by it, only in the manner set forth in the Purchase Agreement.


 


Section 6.               Cancellation.  After all principal, premiums (if any), and
accrued interest at any time owed on this Note have been paid in full, this
Note will be surrendered to the Company for cancellation and will not be
reissued.


 


Section 7.               Place
of Payment and Notices.  Payments of
principal and interest, and notices relating thereto are to be delivered to the
Noteholder at the following address:


 


c/o ABRY Partners, LLC


111 Huntington Avenue


30th Floor


Boston, MA 02199


Telecopy No.: (617) 859-8797


Attention:  John
Hunt


 


with a copy of any
such notice to (which shall not constitute notice to the Noteholder):


 


Kirkland & Ellis LLP


Citigroup Center


153 East 53rd Street


New York, NY 10022-4675


Telecopy No.: (212) 446-6460


Attention:  John
L. Kuehn, Esq.


 


or at such other address
as such Noteholder has specified by prior written notice to the Company.  A copy of all notices relating to payments of
principal and interest hereunder and all other notices are to be delivered as
provided in Section 10H of the Purchase Agreement.


 


Section 8.               Governing
Law.  This Note shall be governed by
and construed in accordance with the domestic laws of the Commonwealth of
Massachusetts, without giving effect to any choice of law or conflict of law
provision or rule (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.


 


Section 9.               Judgment
Currency.  The obligation of the
Company to make payment of the Accreted Value of this Note and any other
amounts payable hereunder in the currency specified for such payment hereunder
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment, which is expressed in or converted into any other


 


4





















 


currency, except to the extent that such tender or recovery shall
result in the actual receipt by the Noteholder of the full amount of the
particular currency expressed to be payable herein.  The Noteholder shall, using all amounts obtained
or received from the Company pursuant to any such tender or recovery in payment
of principal of and interest hereunder, promptly purchase the applicable
currency at the most favorable spot exchange rate determined by the Noteholder
to be available to it at such time.  The
obligation of the Company to make payments in a particular currency shall be
enforceable as an alternative or additional cause of action solely for the
purpose of recovering in the applicable currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the currency.


 


Section 10.             Interest
Act (Canada).  For the purposes of
disclosure pursuant to the Interest Act (Canada), the annual rates of interest
or fees to which the rates of interest or fees provided in this Note (and
stated herein to be computed on the basis of a 365 day year or any other period
of time less than a calendar year) are equivalent, are the rates so determined
multiplied by the actual number of days in the applicable calendar year and
divided by 365 or 366, as applicable. The rates of interest under this Note are
nominal rates, and not effective rates or yields.  The principle of deemed reinvestment of
interest does not apply to any interest calculation under this Note.


 


Section 11.             Criminal
Code (Canada).  If any provision of
this Note would obligate the Company to make any payment of interest or other
amount payable to the Noteholder in an amount or calculated at a rate which
would be prohibited by law or would result in a receipt by the Noteholder of
interest at a criminal rate (as construed under the Criminal Code (Canada)),
then notwithstanding that provision, that amount or rate shall be deemed to
have been adjusted with retroactive effect to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by law or result in
a receipt by the Noteholder of interest at a criminal rate, the adjustment to
be effected, to the extent necessary, as follows: (i) firstly, by reducing
the amount or rate of interest required to be paid to the Noteholder under this
Note; and (ii) thereafter, by reducing any fees, commissions, premiums and
other amounts required to be paid to the Noteholder which would constitute
interest for purposes of Section 347 of the Criminal Code (Canada).


 


*     *     *     *     *


 


5





















 


IN WITNESS WHEREOF,
the Company executed and delivered this Note on the date first written above.


 


 


	
  NAVTECH SYSTEMS SUPPORT INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


EXHIBIT A


 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


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and irrevocably appoint                                                                                                                                                                                                               
                                                                           
agent to transfer this Note on the books of Navtech Systems Support, Inc.  The agent may substitute another to act for
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