Exhibit 10.1


 


Execution Version


 




 





 


AMENDMENT NO. 1 TO CREDIT
AGREEMENT


 


dated as of November 30, 2005


 


between


 


NAVTEQ NORTH AMERICA, LLC,


 


NAVTEQ CORPORATION


 


and


 


LASALLE BANK NATIONAL ASSOCIATION


 


 




 
























 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


THIS AMENDMENT dated as of November 30, 2005 (this “Amendment”)
is entered into by and among NAVTEQ NORTH AMERICA, LLC, a Delaware limited
liability company (the “Company”), NAVTEQ CORPORATION, a Delaware
corporation (the “Guarantor”), and LASALLE BANK NATIONAL ASSOCIATION
(together with its respective successors and assigns, the “Bank”).


 


WHEREAS, the Company and
the Bank are party to that certain Credit Agreement dated as of November 9,
2004 (the “Credit Agreement”).


 


WHEREAS, the Guarantor
and the Bank are party to that certain Guaranty dated as of November 9, 2004
(the “Guaranty”), whereby the Guarantor guarantied the Obligations of
the Company under the Credit Agreement.


 


WHEREAS, the Company and the Bank wish to amend the
Credit Agreement on the terms and conditions set forth below to, among other
things, increase the Revolving Commitment Amount and extend the Bank’s
Commitment, and the Guarantor wishes to affirm its Guaranty.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained and other good and valuable consideration, the
parties hereto agree as follows:


 


Section
1.               Definitions.  Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.


 


Section
2.               Amendments
to Credit Agreement.  Upon the “Effective
Date” (as defined below), the Credit Agreement shall be amended as follows:


 


2.1           Section
1.1 of the Credit Agreement is amended as follows:


 


(a)                                  by
deleting the definition of “Eurodollar Margin” and replacing it with the
following:


Eurodollar Margin means the applicable rate per annum corresponding to the Total Debt to
EBITDA Ratio set forth below:


 


	
  Total Debt to EBITDA Ratio

  	
   

  	
  Eurodollar
  Margin

  	
   

  
	
  < 1.0:1.0

  	
   

  	
  0.50

  	
  %

  
	
  < 1.5:1.0 and > 1.0:1.0

  	
   

  	
  0.625

  	
  %

  
	
  < 2.0:1.0 and > 1.5:1.0

  	
   

  	
  0.75

  	
  %

  



 


The Eurodollar Margin shall be adjusted from time to time upon delivery
to the Bank of the compliance certificate required to be delivered pursuant


 





















 


to Section 10.1.3 and at any other time at which the Company
delivers to the Bank a written calculation of the Total Debt to EBITDA Ratio
certified on behalf of the Company by a Responsible Officer.  If such calculation demonstrates to the
reasonable satisfaction of the Bank that the Applicable Margin shall increase
or decrease, then on the first day of the month following the date such
compliance certificate is required to be, or such written calculation is,
delivered to the Bank, the Applicable Margin shall be adjusted in accordance
therewith.  As of the Effective Date, the
Eurodollar Margin shall be 0.50%.


 


(b)                                 by deleting each reference to “$5,000,000” in
the definition of “Material Indebtedness” and replacing it with a reference to “$10,000,000”;


 


(c)                                  by deleting the reference to “$25,000,000” in
the definition of “Revolving Commitment Amount” and replacing it with a
reference to “$50,000,000”;


 


(d)                                 by adding at the end of the definition of “Revolving
Outstandings” the words “plus the Stated Amount of all Letters of Credit”;


 


(e)                                  by deleting the reference to “December 1,
2005” in the definition of “Termination Date” and replacing it with a reference
to “December 1, 2006”;


 


(f)                                    by deleting the definition of “Total Debt to
Consolidated Tangible Net Worth Ratio”; and


 


(g)                                 by adding in proper alphabetic order the
following definitions:


 


Effective Date
means the “Effective Date” as defined in that certain Amendment No. 1 to Credit
Agreement, dated as of November 30, 2005, between the Bank and the Company.


 


Fixed Charge Coverage Ratio means, as of the last day of any Fiscal Quarter, the ratio of (i) (X)
EBITDA for the Computation Period ending on such day minus (Y)
unfinanced capital expenditures (excluding any Capitalized Software Development
Costs) made during such Computation Period to (ii) the sum of income taxes,
dividends, required payments of principal of Debt and Interest Expense, in each
case to the extent paid in cash by the Guarantor or its Subsidiaries during
such Computation Period.


 


L/C Application means, with respect to any request for the issuance of a Letter of
Credit, a letter of credit application in the form being used by the Bank at
the time of such request for the type of letter of credit requested.


 


Letter of Credit
- see Section 2.1.


 


Stated Amount means, with respect to any Letter of Credit at any date of
determination, (a) the maximum aggregate amount available for drawing 


 


2





















 


thereunder under any and all circumstances plus (b) the aggregate
amount of all unreimbursed payments and disbursements under such Letter of
Credit.


 


2.2           Section
2.1 of the Credit Agreement is amended by adding at the end of such Section
the following:


 


The Bank will issue
letters of credit, in each case containing such terms and conditions as are
permitted by this Agreement and are reasonably satisfactory to the Bank (each a
“Letter of Credit”), at the request of and for the account of the
Company from time to time before the date which is 30 days prior to the
Termination Date; provided that (i) the aggregate Stated Amount of all
Letters of Credit shall not at any time exceed $25,000,000 and (ii) the
Revolving Outstandings will not at any time exceed the Revolving Commitment
Amount.


 


2.3           Section
2 of the Credit Agreement is amended as follows:


 


(a)                                  by
adding a new Section 2.3 as follows:


 


2.3           Letter
of Credit Procedures.


 


2.3.1        L/C
Applications.  The Company shall give
notice to the Bank of the proposed issuance of each Letter of Credit on a
Business Day which is at least three Business Days (or such lesser number of
days as the Bank shall agree in any particular instance in its sole discretion)
prior to the proposed date of issuance of such Letter of Credit.  Each such notice shall be accompanied by an
L/C Application, duly executed by the Company and in all respects satisfactory
to the Bank, together with such other documentation as the Bank may request in
support thereof, it being understood that each L/C Application shall specify,
among other things, the date on which the proposed Letter of Credit is to be
issued, the expiration date of such Letter of Credit (which shall not be later
than one year after the date of issuance thereof; provided that if the
expiration date occurs after the scheduled Termination Date, such Letter of
Credit shall be cash collateralized in accordance with Section 12.3) and
whether such Letter of Credit is to be transferable in whole or in part.  Subject to Section 2.4, the Bank shall
issue such Letter of Credit on the requested issuance date.  In the event of any inconsistency between the
terms of any L/C Application and the terms of this Agreement, the terms of this
Agreement shall control.


 


2.3.2        Reimbursement
Obligations.  The Company hereby
unconditionally and irrevocably agrees to reimburse the Bank for each payment
or disbursement made by the Bank under any Letter of Credit honoring any demand
for payment made by the beneficiary thereunder, in each case on the date that
such payment or disbursement is made. 
Any


 


3





















 


amount not reimbursed on the date of such payment or
disbursement shall bear interest from the date of such payment or disbursement
to the date that the Bank is reimbursed by the Company therefor, payable on
demand, at a rate per annum equal to the Base Rate from time to time in effect plus,
beginning on the third Business Day after receipt of notice from the Bank of
such payment or disbursement, 2%.  The
Bank shall notify the Company whenever any demand for payment is made under any
Letter of Credit by the beneficiary thereunder; provided that the
failure of the Bank to so notify the Company shall not affect the rights of the
Bank in any manner whatsoever.


 


2.3.3        Limitation
on Obligations of the Bank.  In
determining whether to pay under any Letter of Credit, the Bank shall not have
any obligation to the Company other than to confirm that any documents required
to be delivered under such Letter of Credit appear to have been delivered and
appear to comply on their face with the requirements of such Letter of
Credit.  Any action taken or omitted to
be taken by the Bank under or in connection with any Letter of Credit shall not
impose upon the Bank any liability to the Company (except as set forth in Section
13.13) and shall not reduce or impair the Company’s reimbursement
obligations set forth in Section 2.3.2.


 


(b)                                 by
renumbering the existing Section 2.3 as Section 2.4 and replacing
it with the following:


 


2.4           Certain
Conditions.  Notwithstanding any
other provision of this Agreement, the Bank shall have no obligation to make
any Loan or issue any Letter of Credit if any Event of Default or Unmatured
Event of Default exists.


 


2.4           Section
4.2 of the Credit Agreement is amended by adding the following immediately
after the first sentence thereof:


 


Accrued interest on each
Base Rate Loan shall be payable on the last day of each month and at maturity.


 


2.5           Section
5 of the Credit Agreement is amended as follows:


 


(a)                                  by
deleting the second sentence of Section 5.1 and replacing it with the
following:


 


For purposes of
calculating usage under this Section, the Revolving Commitment Amount shall be
deemed used to the extent of the aggregate principal amount of all outstanding
Revolving Loans and the face amount of all outstanding Letters of Credit.


 


(b)                                 by
adding a new Section 5.2 as follows:


 


5.2           Letter
of Credit Fees.  The Company agrees
to pay to the Bank a letter of credit fee for each Letter of Credit equal to
the Eurodollar Margin


 


4





















 


in effect from time to time multiplied by the undrawn
amount of such Letter of Credit (computed for the actual number of days elapsed
on the basis of a year of 360 days); provided that, if requested by the
Bank, the rate applicable to each Letter of Credit shall be increased by 2% at
any time that an Event of Default exists. 
Such letter of credit fee shall be payable in arrears on the last day of
each calendar quarter and on the Termination Date (or such later date on which
such Letter of Credit expires or is terminated, in which case the rate
applicable to each outstanding Letter of Credit for the period from the
Termination Date until the expiration or termination of such Letter of Credit
shall be equal to the Eurodollar Margin in effect immediately before the
Termination Date) for the period from the date of the issuance of each Letter
of Credit (or the last day on which the letter of credit fee was paid with
respect thereto) to the date such payment is due or, if earlier, the date on
which such Letter of Credit expired or was terminated.  In addition, with respect to each Letter of
Credit, the Company agrees to pay to the Bank such fees and expenses as the
Bank customarily requires in connection with the issuance, negotiation,
processing and/or administration of letters of credit in similar situations.


 


2.6           Section
6.1 of the Credit Agreement is amended by adding to the end of the last
sentence thereof the words “and all letter of credit fees”.


 


2.7           Section
6.2.2 of the Credit Agreement is amended by inserting immediately after the
words “Revolving Loans” the following:


 


or cash collateralize
outstanding Letters of Credit, or do a combination of the foregoing,


 


2.8           Section
8.1(b) of the Credit Agreement is amended by inserting the words “or under
any Letter of Credit” immediately after the words “the Bank’s obligations
hereunder”.


 


2.9           Section
8.8 of the Credit Agreement is amended by deleting the last sentence of
such Section and replacing it with the following:


 


The Bank may use
reasonable averaging and attribution methods in determining compensation under Sections
8.1 and 8.4, and the provisions of such Sections shall survive
repayment of the Loans, cancellation of the Note, expiration or termination of
the Letters of Credit and termination of this Agreement.


 


2.10         Sections
9.4 and 9.5 of the Credit Agreement are amended by deleting from
each the reference to “December 31, 2003” and replacing it with a reference to “December
31, 2004”.


 


5





















 


2.11         Section
9.7 of the Credit Agreement is amended by deleting all the words in such
Section following the reference to “Section 10.7,” and replacing them
with the following:


 


except where failure to
comply with this Section 9.7 would not reasonably be expected to have a
Material Adverse Effect.


 


2.12         Section
9.14 of the Credit Agreement is amended by inserting the words “the
issuance of each Letter of Credit and” immediately after the words “after
giving effect to”.


 


2.13         Section
10 of the Credit Agreement is amended by adding in the first sentence
thereof the words “and all Letters of Credit have been terminated or cash
collateralized in accordance with Section 12.3” immediately after the
words “are paid in full”.


 


2.14         Section
10.6 of the Credit Agreement is amended by deleting clauses (e), (h) and
(i), relettering clauses (f) and (g) as clause (e) and clause
(f), respectively, and adding a new clause (g) at the end of such
Section as follows:


 


(g)           (i)
Other unsecured Debt which, when added to the principal outstanding amount of
unsecured Debt of the Guarantor (excluding Debt arising under the Guaranty),
does not exceed $75,000,000 in aggregate principal amount at any time
outstanding and (ii) other secured Debt which, when added to the principal
outstanding amount of secured Debt of the Guarantor, does not exceed
$20,000,000 in aggregate principal amount at any time outstanding.


 


2.15         Section
10.7 of the Credit Agreement is amended by adding a new clause (h)
to the end thereof as follows:


 


(h)           Other
Liens securing Debt permitted by Section 10.6(g)(ii).


 


2.16         Section
10.8 of the Credit Agreement is amended by deleting the reference to “$10,000,000”
and replacing it with a reference to “$25,000,000”.


 


2.17         Section
10.9(c) of the Credit Agreement is amended by adding a new subclause (6)
immediately after subclause (5) as follows:


 


; and (6) (A) the EBITDA
of the target of such Acquisition (calculated solely for the purposes of this clause
(A) as if EBITDA were defined solely in terms of such target) for the most
recent twelve-month period ended on or before such Acquisition, as shown by
financial statements delivered to the Bank at the time of such Acquisition, is
positive or (B) the sum of the aggregate consideration (including Debt incurred
or assumed) paid for such Acquisition and all other Acquisitions effected since
the Effective Date pursuant to this clause (B) does not exceed
$25,000,000


 


6





















 


2.18         Section
10.11 of the Credit Agreement is amended by adding the words “and the
Letters of Credit,” immediately after the words “Use the proceeds of the Loans,”.


 


2.19         Section
11.2 of the Credit Agreement is amended by adding in the first sentence
thereof the words “and to issue each Letter of Credit” immediately after the
words “The obligation of the Bank to make each Loan”.


 


2.20         Section
11.2.1 of the Credit Agreement is amended by adding in the first sentence
thereof the words “and the issuance of any Letter of Credit” immediately after
the words “Both before and after giving effect to any borrowing”.


 


2.21         Section
11.2.2 of the Credit Agreement is amended by deleting such Section in its
entirety and replacing it with the following:


 


11.2.2      Confirmatory
Certificate.  If requested by the
Bank, the Bank shall have received a certificate dated the date of such
requested Loan or Letter of Credit and signed by a duly authorized representative
of the Company as to the matters set out in Section 11.2.1 (it being
understood that each request by the Company for the making of a Loan or the
issuance of a Letter of Credit shall be deemed to constitute a warranty by the
Company that the conditions precedent set forth in Section 11.2.1 will
be satisfied at the time of the making of such Loan or the issuance of such
Letter of Credit, together with such other documents as the Bank may reasonably
request in support thereof.


 


2.22         Section
12.1.1 of the Credit Agreement is amended by inserting the words “reimbursement
obligation with respect to any Letter of Credit” immediately after the words “payment
when due of any interest, fee,”.


 


2.23         Section
12.1.8 of the Credit Agreement is amended by deleting the reference to “$5,000,000”
and replacing it with a reference to “$10,000,000”.


 


2.24         Section
12.1.11 of the Credit Agreement is amended by deleting such Section in its
entirety and replacing it with the following:


 


12.1.11    Financial
Covenants.


 


(a)           Total
Debt to EBITDA Ratio.  The Guarantor
and its Subsidiaries shall have a Total Debt to EBITDA Ratio as of the last day
of any Computation Period which exceeds a ratio of 2.0:1.0; or


 


(b)           Consolidated
Tangible Net Worth.  The Guarantor
and its Subsidiaries shall have a Consolidated Tangible Net Worth which is less
than $100,000,000; or


 


(c)           Fixed
Charge Coverage Ratio.  The Guarantor
and its Subsidiaries shall have a Fixed Charge Coverage Ratio as of the last
day of any Computation Period which is less than 1.25:1.00.


 


7





















 


2.25         Section
12.2 of the Credit Agreement is amended by deleting such Section in its
entirety and replacing it with the following:


 


12.2         Effect of
Event of Default.  If any Event of
Default described in Section 12.1.4 shall occur, the Commitment (if it
has not theretofore terminated) shall immediately terminate and the Loans and
all other obligations hereunder shall become immediately due and payable and
the Company shall become immediately obligated to cash collateralize all
Letters of Credit pursuant to documentation satisfactory to the Bank, all
without presentment, demand, protest or notice of any kind; and, if any other
Event of Default shall occur and be continuing and the Bank shall declare the
Commitment (if it has not theretofore terminated) to be terminated and/or
declare all Loans and all other obligations hereunder to be due and payable
and/or demand that the Company immediately cash collateralize all Letters of
Credit pursuant to documentation satisfactory to the Bank, then the Commitment
(if it has not theretofore terminated) shall immediately terminate and/or all
Loans and all other obligations hereunder shall become immediately due and
payable and/or the Company shall immediately become obligated to cash
collateralize all Letters of Credit pursuant to documentation satisfactory to
the Bank, all without presentment, demand, protest or notice of any kind.  The Bank shall promptly advise the Company of
any such declaration, but failure to do so shall not impair the effect of such
declaration.  Notwithstanding the
foregoing, the effect as an Event of Default of any event described in this Section
12 may be waived in writing by the Bank. 
Any cash collateral delivered hereunder shall be held by the Bank
(without liability for interest thereon) and applied to obligations arising in
connection with any drawing under a Letter of Credit.  After the expiration or termination of each
Letter of Credit, the cash collateral related to such Letter of Credit shall be
applied by the Bank to any remaining obligations hereunder and any excess shall
be delivered to the Company or as a court of competent jurisdiction may elect.


 


2.26         Section
12 of the Credit Agreement is amended by adding a new Section 12.3
as follows:


 


12.3         Cash
Collateralization of Letters of Credit. 
On the Termination Date, the Company shall pledge cash collateral equal
to the undrawn amount of each outstanding Letter of Credit pursuant to
documentation satisfactory to the Bank. 
Fees on each such Letter of Credit shall be payable in accordance with Section
5.2.  Any cash collateral delivered
to the Bank pursuant to this Section shall be held and applied by the Bank in
accordance with Section 12.2.  All
obligations provided for in this Section 12.3 (including, without
limitation, obligations to pay letter of credit fees as set forth in Section
5.2) shall survive repayment of the Loans, cancellation of the Note and
termination of this Agreement.


 


8





















 


2.27         Section
13.6 of the Credit Agreement is amended by deleting the last sentence
thereof in its entirety and replacing it with the following:


 


All obligations provided
for in this Section 13.6 shall survive repayment of the Loans,
cancellation of the Note, expiration or termination of the Letters of Credit
and termination of this Agreement.


 


2.28         Section
13.8.1 of the Credit Agreement is amended by replacing the reference to “Section
7.6” with a reference to “Section 7.5” and is further amended by
replacing each occurrence of “any Bank” in the last sentence thereof with “the
Bank”.


 


2.29         Section
13.8.2 of the Credit Agreement is amended as follows:


 


(a)                                  by
deleting from the third sentence thereof the words “except with respect to any
of the events described in the fourth sentence of Section 13.1”;


 


(b)                                 by
deleting the proviso in the second to last sentence; and


 


(c)                                  by
replacing each reference to “Section 7.6” in the last sentence with a
reference to “Section 7.5”.


 


2.30         Section
13.12 of the Credit Agreement is amended by deleting the last sentence
thereof in its entirety and replacing it with the following:


 


All obligations provided for in this Section 13.12
shall survive repayment of the Loans, cancellation of the Note, expiration or
termination of the Letters of Credit and termination of this Agreement.


 


2.31         Schedules
9.2, 9.6, 9.8, 9.15, 10.6, 10.7, 10.12,
10.14, 10.15 and 13.3 of the Credit Agreement are deleted
in their entirety and replaced by Schedules 9.2, 9.6, 9.8,
9.15, 10.6, 10.7, 10.12, 10.14, 10.15
and 13.3, respectively, attached hereto.


 


2.32         Exhibit B
(Form of Compliance Certificate) is deleted in its entirety and replaced by Exhibit
B attached hereto.


 


Section
3.               Representations
and Warranties.


 


3.1           Company.  To induce the Bank to enter into this
Amendment and to issue Letters of Credit and continue to make Loans under the
Credit Agreement, the Company represents and warrants to the Bank that:


 


(a)                                  The
Company is duly authorized to execute, deliver and perform its obligations
under this Amendment.  This Amendment is
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency and
similar


 


9





















 


laws affecting the enforceability of creditors’ rights
generally and to general principles of equity.


 


(b)                                 The
representations and warranties of the Company set forth in the Credit Agreement
as amended hereby (including any amendments to the relevant Schedules) and in
the other Loan Documents are true and correct in all material respects with the
same effect as if made on the date hereof (except to the extent stated to
relate to a specific earlier date, in which case such representations and
warranties were true and correct as of such earlier date).


 


(c)                                  No
Event of Default or Unmatured Event of Default (as defined in the Credit
Agreement as in effect both immediately before and immediately after the
effectiveness of this Amendment) has occurred and is continuing.


 


3.2           Guarantor.  To induce the Bank to enter into this
Amendment and to continue to make Loans to the Company under the Credit
Agreement, the Guarantor represents and warrants to the Bank that:


 


(a)                                  The
Guarantor is duly authorized to execute, deliver and perform its obligations
under this Amendment.  This Amendment is
the legal, valid and binding obligation of the Guarantor, enforceable against
the Guarantor in accordance with its terms, subject to bankruptcy, insolvency and
similar laws affecting the enforceability of creditors’ rights generally and to
general principles of equity.


 


(b)                                 The
representations and warranties of the Guarantor set forth in the Guaranty and
in the other Loan Documents are true and correct in all material respects with
the same effect as if made on the date hereof (except to the extent stated to
relate to a specific earlier date, in which case such representations and
warranties were true and correct as of such earlier date).


 


Section
4.               Effective
Date.   Section 2 of this
Amendment shall become effective upon the date on which the Company has
delivered or caused to be delivered to the Bank the following documents and the
other conditions set forth below have been satisfied, which date shall be
November 30, 2005 (the “Effective Date”):


 


4.1           This
Amendment executed by the Company and the Guarantor and a replacement note
substantially in the form set forth in Exhibit A to the Credit Agreement
(which shall be the “Note” as defined in the Credit Agreement) executed by the
Company.


 


4.2           Certified
copies of resolutions of the applicable governing board of the Company and the
Guarantor authorizing the execution, delivery and performance by the Company
and the Guarantor, as applicable, of this Amendment, the Note and the other
Loan Documents to which either is a party.


 


10





















 


4.3           Certified
copies of all documents evidencing any necessary corporate, limited
liability company or partnership action, consents and governmental approvals
(if any) required for the execution, delivery and performance by the Company
and the Guarantor of the documents referred to in this Section 4.


 


4.4           A
certificate of the Secretary or an Assistant Secretary (or other
appropriate representative) of the Company and the Guarantor certifying (a) (i)
the names of the officer or officers of such entity authorized to sign the Loan
Documents to which such entity is a party, together with a sample of the true
signature of each such officer (it being understood that the Bank may conclusively
rely on each such certificate until formally advised by a like certificate of
any changes therein), (ii) the bylaws or operating agreement of such entity and
(iii) certified copies of the articles of incorporation or certificate of
formation of such entity or (b) that such officers, bylaws or operating
agreement and articles of incorporation or certificate of formation have not
changed since the Secretary’s Certificate delivered to the Bank on November 9,
2004.


 


4.5           The
opinion of counsel to the Company and the Guarantor in form and substance
reasonably acceptable to the Bank.


 


Section
5.               Reaffirmation
of Guaranty.  The Guarantor hereby
consents to the terms hereof and reaffirms in all respects its obligations
under the Guaranty.


 


Section
6.               Payment
of Fees and Expenses.  The Company
affirms its obligation under Section 13.6 of the Credit Agreement to pay
on demand all reasonable out-of-pocket costs and expenses of the Bank
(including Attorney Costs) in connection with the preparation, execution and
delivery of this Amendment and the administration of the Credit Agreement as
amended hereby.


 


Section
7.               Reference
to and Effect Upon the Credit Agreement. 
Except as specifically amended above, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.  The execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Bank under the Credit Agreement or any other Loan
Document, nor constitute a waiver of any provision of the Credit Agreement or
any other Loan Document.  Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall
mean and be a reference to the Credit Agreement as amended hereby.


 


Section
8.               CHOICE
OF LAW.  THIS AMENDMENT SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.


 


Section
9.               Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not govern the
interpretation of any of the provisions of this Amendment.


 


11





















 


Section
10.             Counterparts.  This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Amendment.


 


[Signature Page Follows]


 


12





















 


IN WITNESS WHEREOF, the
parties executed this Amendment as of the date and year first above written.


 


	
   

  	
  NAVTEQ NORTH AMERICA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Mullen

  	
   

  
	
   

  	
  Name:

  	
  David B. Mullen

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Mullen

  	
   

  
	
   

  	
  Name:

  	
  David B. Mullen

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Melendes

  	
   

  
	
   

  	
  Name:

  	
  Mark Melendes

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 





















 


Schedule
9.2 – Authorization; No Conflict


 


None.


 





















 


Schedule 9.6 –
Litigation and Contingent Liabilities


 


On April 22, 2005, Tele Atlas
N.V. and Tele Atlas North America (“Tele Atlas”) filed a complaint against the
Company in the United States District Court for the Northern District of
California. The complaint alleges that the Company has violated Sections 1 and
2 of the Sherman Act, Section 3 of the Clayton Act, and Sections 16720,
16727 and 17200 of the California Business and Professions Code, and that the
Company has intentionally interfered with Tele Atlas’s contractual relations
and prospective economic advantage with third parties, by allegedly excluding
Tele Atlas from the market for digital map data for use in navigation system
applications in the United States through exclusionary and predatory practices.
On August 16, 2005, Tele Atlas filed an amended complaint based on these
same causes of action.  Specifically, in its amended complaint, Tele Atlas
alleges that the Company controls a predominant share of variously defined
markets for digital map data and has entered into exclusive contracts with
digital map data customers for the purpose of acquiring or maintaining an
illegal monopoly in these alleged markets.  Tele Atlas also contends that
these allegedly exclusive contracts have interfered with Tele Atlas’ current
and prospective business relationships and amount to unfair competition under
California state law.  In addition, Tele Atlas alleges that the Company,
through its license under U.S. Patent No. 5,161,886, controls a
predominant share of the alleged relevant technology market consisting of
methods for displaying portions of a topographic map from an apparent
perspective view outside and above a vehicle in the United States, and
allegedly has entered into patent licenses and/or other arrangements in a
manner that violates the aforesaid laws. Tele Atlas seeks preliminary and
permanent injunctive relief, unspecified monetary, exemplary and treble
damages, and costs and attorneys’ fees of suit.


 


The Company is disclosing the above
litigation in this Schedule solely for informational purposes and not in any
way stating or acknowledging that such transaction is required to be disclosed
on this Schedule.


 


13





















 


Schedule 9.8 –
Subsidiaries


 


The following are wholly-owned, direct or indirect,
subsidiaries of NAVTEQ Corporation. 
NAVTEQ North America, LLC does not have any subsidiaries.


 


NAVTEQ North America, LLC


NAVTEQ International, LLC


NAVTEQ Canada Inc.


NAVTEQ Kabushiki Kaisha


NAVTEQ Austria GmbH


NAVTEQ N.V./S.A.


NAVTEQ SRO


NAVTEQ Srl.


NAVTEQ B.V.


Geoinformation NAVTEQ – Tecnologias de Navegação, Unipessoal, Lda


NAVTEQ Technologies Sl.


Navigation Technologies Sweden AB


NAVTEQ Switzerland GmbH


NAVTEQ Europe B.V.


NAV2 Co., Ltd.


NAVTEQ Solutions Malaysia SDN. DHD.


NAVTEQ Europe B.V.- yhtiolle sivuliike Suomeen


NAVTEQ Europe B.V.- Zweigneiderlassung Deutschland


NAVTEQ Europe B.V.- Spolka z ograniczona
odpowiedzialnoscia


Navigation Technologies CIS LLC


NT Data CIS LLC


Picture Map International Co., Ltd.


 





















 


9.15 – Environmental
Matters


 


None.


 





















 


Schedule 10.6


 


On April 22, 2003, one of the Guarantor’s European
Subsidiaries entered into a U.S. dollar/euro currency swap agreement (the “Swap”)
with Koninklijke Philips Electronics N.V., which was subsequently assigned to
ABN AMRO in the third quarter of 2004. 
The Swap is more fully described in the Guarantor’s current, quarterly
and annual reports filed with the SEC. 
The Guarantor has joint and several liability with respect to the Swap.


 





















 


Schedule 10.7


 


None.


 





















 


Schedule 10.12 –
Transactions with Affiliates


 


None.


 





















 


Schedule 10.14


 


None.


 





















 


Schedule 10.15


 


Schedule 10.6 is hereby incorporated by reference.


 





















 


SCHEDULE 13.3


 


ADDRESSES FOR NOTICES


 


NAVTEQ NORTH AMERICA, LLC


 


222 Merchandise Mart, Suite 900


Chicago, Illinois  60654


Attention:  Chief Financial
Officer with a copy to the General Counsel


Telephone:  312-894-7000


Facsimile:  312-894-7228


	
  Electronic-Mail:

  	
  dave.mullen@navteq.com

  
	
   

  	
  neil.smith@navteq.com

  
	
   

  	
  larry.kaplan@navteq.com

  



 


 


LASALLE BANK NATIONAL ASSOCIATION, as Bank


 


Notices of Borrowing , Conversion and Continuation
Issuance


 


135 South LaSalle Street


Chicago, Illinois 60603


Attention: Mark Melendes


Telephone: (312) 904-2815


Facsimile:  (312) 904-6353


Electronic-Mail: mark.melendes@abnamro.com


 


 


All Other Notices


 


135 South LaSalle Street


Chicago, Illinois 60603


Attention: Mark Melendes


Telephone: (312) 904-2815


Facsimile:  (312) 904-6353


Electronic-Mail: mark.melendes@abnamro.com


 





















 


EXHIBIT B


 


FORM OF COMPLIANCE CERTIFICATE


 


To:                          LaSalle Bank National Association, as
Bank


 


Please refer to the Credit Agreement dated as of
November 9, 2004 (as amended or otherwise modified from time to time, the “Credit
Agreement”) among NAVTEQ North America LLC, a Delaware limited liability
company (the “Company”), and LaSalle Bank National Association, as the
Bank.  Terms used but not otherwise
defined herein are used herein as defined in the Credit Agreement.


 


I.                                                         Reports.  The [annual audited/quarterly] financial
statements of the Guarantor as at                      ,
           (the “Computation
Date”), which Guarantor has filed with the SEC [attached] fairly present in all material respects the
financial condition and results of operations of the Guarantor as of the
Computation Date and have been prepared in accordance with GAAP consistently
applied (subject to the absence of footnotes and to normal year end
adjustments).


 


II.                                                     Financial
Tests.  The Company hereby certifies
and warrants to you that the following is a true and correct computation as at
the Computation Date of the following ratios and/or financial restrictions
contained in the Credit Agreement:


 


[REVISE AS
APPROPRIATE]


 


	
  A.

  	
  Section 12.1.11(a) - Total Debt
  to EBITDA Ratio

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Total Debt

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  2.

  	
  Hedging Obligations
  (Fair Market Value)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  3.

  	
  (1) plus (2)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  4.

  	
  EBITDA

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  5.

  	
  Ratio of (3) to (4)

  	
   

  	
     to
  1.0

  	
   

  
	
   

  	
  6.

  	
  Maximum allowed

  	
   

  	
  2.0 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Section 12.1.11(b) -
  Consolidated Tangible Net Worth

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Consolidated Tangible Net Worth

  	
   

  	
  $

  	
   

  
	
   

  	
  2.

  	
  Minimum allowed

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Section
  12.1.11(c) - Fixed Charge Coverage Ratio

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  EBITDA

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  2.

  	
  Capital expenditures

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  3.

  	
  Capitalized Software
  Development Costs

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  4.

  	
  (1) minus ((2) minus (3))

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  5.

  	
  Income taxes

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  6.

  	
  Dividends

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  7.

  	
  Payments of principal

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  8.

  	
  Interest Expense

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  9.

  	
  Sum of (5) through (8)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  10.

  	
  Ratio of (4) to (9)

  	
   

  	
   to 1.0

  	
   

  
	
   

  	
  11.

  	
  Minimum allowed

  	
   

  	
  1.25 to 1.0

  	
   

  



 





















 


The Company further certifies to you that no Event of
Default or Unmatured Event of Default has occurred and is continuing.


 


IN WITNESS WHEREOF, the Company has caused this
Certificate to be executed and delivered by its duly authorized officer on               ,               .


 


	
   

  	
  NAVTEQ NORTH AMERICA,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title