Exhibit
10.1


 


 


Execution Copy




CONSENT AND AMENDMENT NO. 3


TO CREDIT AGREEMENT





dated as of November 30,
2007


between


NAVTEQ
NORTH AMERICA, LLC,


NAVTEQ
CORPORATION


and




LASALLE BANK NATIONAL ASSOCIATION




















CONSENT
AND AMENDMENT NO. 3 TO CREDIT AGREEMENT


THIS CONSENT AND
AMENDMENT dated as of November 30, 2007 (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 (as heretofore or hereafter amended, restated, modified or supplemented
from time to time, 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, extend the Termination Date of 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.


2.1           The
definition of “Termination Date” in Section 1.1 of the Credit
Agreement is hereby amended and restated as follows:


“Termination
Date means the earlier to occur of (a) December 1, 2008, or (b) such other
date on which the Commitment terminates pursuant to Section 6 or Section
12.”


2.2           Schedules
9.6 and 9.8 of the Credit Agreement are hereby deleted in their
entirety and replaced by Schedules9.6 and 9.8, respectively,
attached hereto. 


 


Section 3.               Consent.  Notwithstanding anything contained in the
Credit Agreement or the Guaranty to the contrary and subject to and
expressly conditioned upon the satisfaction of the terms and conditions set
forth below, the Bank hereby consents to the Acquisition of Company by Nokia
Corporation pursuant to that certain Agreement and Plan of Merger dated as of
October 1, 2007, by and among Nokia Inc., North Acquisition Corp, Nokia
Corporation and Company (the “Nokia Transaction”) provided that, prior
to or upon consummation of the Nokia Transaction, the Company shall repay all
outstanding Obligations. This Consent is limited to the Nokia Transaction and
shall not be deemed to be a consent with respect to any other acquisition or
the deviation by the Company from any of the other terms, conditions,
representations, or 


 


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warranties under the Credit Agreement, and shall not be deemed to
establish a course of dealing by the Bank.


Section 4.               Representations
and Warranties.


4.1           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 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.


4.2           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 


 


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date, in which case such representations and warranties were true and
correct as of such earlier date).


Section 5.               Conditions
Precedent. 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:


5.1           This Amendment
executed by the Company and the Guarantor.


5.2           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 and the other Loan Documents to
which either is a party.


5.3           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.


5.4           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.


Section 6.               Reaffirmation
of Guaranty. The Guarantor hereby consents to the terms hereof and
reaffirms in all respects its obligations under the Guaranty.


Section 7.               Payment
of Fees and Expenses. The Company affirms its obligations 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 8.               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”, 


 


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“hereof’, “herein”
or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.


Section 9.               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 10.             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.


Section 11.             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]


 


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IN WITNESS WHEREOF, the
parties executed this Consent and Amendment No. 3 as of the date and year first
above written.


	
   

  	
  NAVTEQ
  NORTH AMERICA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/   Judson C. Green

  
	
   

  	
  Name:

  	
  Judson
  C. Green

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  NAVTEQ
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/   Judson C. Green

  
	
   

  	
  Name:

  	
  Judson
  C. Green

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
     Mark Melendes

  
	
   

  	
  Name:

  	
  Mark
  Melendes

  
	
   

  	
  Title:

  	
  First
  Vice President

  
					



 

















Schedule 9.6 - Litigation and Contingent Liabilities


 


On April 22, 2005, Tele
Atlas N.V. and Tele Atlas North America (“TeleAtlas”) filed a complaint against
the Company in the United States District Court for the Northern District of
California.  The complaint alleges that the Company 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 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, control
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 have entered into patent licenses and/or other arrangements in a
manner that violates the aforesaid laws.  On November 2, 2005, the Court
dismissed some, but not all, of Tele Atlas’ claims for failure to state valid
causes of action.  On November 22, 2005, Tele Atlas filed a second amended
complaint based on the same causes of actions and essentially the same
allegations as in its first amended complaint and the Company filed an answer
denying Tele Atlas’ claims.  On February 19, 2007, Tele Atlas filed a
Motion for Leave to Amend and Supplement Second Amended Complaint, seeking to
file a third amended complaint based on the same causes of action and
allegations as in its second amended complaint.  Tele Atlas’s proposed
third amended complaint adds allegations regarding an additional defined market
for digital map data and regarding the Company’s control, through the Company’s
U.S. Patent No. 6,735,515, of a technology market consisting of methods and
systems designed to continuously provide driver assistance systems with updated
data about paths along roads onto which a motor vehicle can travel from its
current position, and use of such control to enter into a patent licenses
and/or other agreements in a manner that violates federal and state antitrust
laws.  Tele Atlas seeks preliminary and permanent injunctive relief,
unspecified monetary, exemplary and treble damages, and costs and attorneys’
fees of suit.  The court granted Tele Atlas’s Motion for Leave and Tele
Atlas’s Third Amended Complaint was filed under seal on May 11, 2007. 
Fact and expert discovery has closed and the period for filing summary judgment
motions has ended. The Company filed summary judgment motions seeking decisions
in the Company’s favor on all of Tele Atlas’ claims.  This action is
scheduled to begin a jury trial on January 28, 2008.


 


On October 1, 2007, NAVTEQ
Corporation entered into an Agreement and Plan of Merger with Nokia Inc., North
Acquisition Corporation and, for certain purposes set forth in the agreement,
Nokia Corporation.  On October 4, 2007, a shareholder class action and
derivative complaint was filed by Monroe County Employees Retirement System in
the United States District Court for the Northern District of Illinois. This
lawsuit purports to be brought on behalf 


 

















of all NAVTEQ stockholders and derivatively on
behalf of NAVTEQ and names the members of the NAVTEQ Board of Directors and
NAVTEQ as defendants. On October 9, 2007, a second shareholder class action
complaint was filed by Karen Rosenberg in the Circuit Court of Cook County,
Illinois. This lawsuit also purports to be brought on behalf of all NAVTEQ
stockholders and names the members of the NAVTEQ Board of Directors, NAVTEQ,
and Nokia Inc. as defendants. Both complaints allege, among other things that
the NAVTEQ Board of Directors violated its fiduciary duties to NAVTEQ
stockholders by entering into the merger agreement. The second complaint also
alleges that Nokia Inc. aided and abetted the NAVTEQ Board of Directors in its
alleged violation of fiduciary duties. Both complaints seek to enjoin the merger
and monetary relief.


 


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.

















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 Navegacao, Unipessoal, Lda

NAVTEQ Technologies S1.

Navigation Technologies Sweden AB

NAVTEQ Switzerland GmbH

NAVTEQ Europe B.V.

NAV2 Co., Ltd. (49% owned by NAVTEQ International, LLC and 51% owned by China
NavInfo Co., Ltd.)

NAVTEQ Solutions Malaysia SDN. DHD.

Navigation Technologies CIS LLC

NAVTEQ CIS Limited Liability Company (f/k/a NT Data CIS LLC)

NAVTEQ Korea Co. Ltd. (f/k/a Picture Map International Co., Ltd.)


NAVTEQ German Holdings
B.V.


NAVTEQ Cografi Bilgi
Ticaret Limited Sirketi


Porsilo Investments
Limited


NAVTEQ International B.V.


Traffic.com Asia


NT Acquisitions Corp


Traffic.com, Inc.


The Map Network, Inc.


NAVTEQ Pte. Ltd.


NAVTEQ do Brasil Tecnologiea
e Solucoes de Navegacao Ltda


NAVTEQ Solutions, S. de
R.L. de C.V.


NAVTEQ Holdings B.V.


NAVTEQ America Holdings
B.V.