to Amendments and Waivers
[a05-20900_1ex10d7.htm#a10i_ConsentToAmendmentsAndWaiver_052051]
10J. [a05-20900_1ex10d7.htm#a10j_Severability_052055]
Severability [a05-20900_1ex10d7.htm#a10j_Severability_052055]
10K. [a05-20900_1ex10d7.htm#a10k_Construction_052059]
Construction [a05-20900_1ex10d7.htm#a10k_Construction_052059]
10L. [a05-20900_1ex10d7.htm#a10l_IncorporationOfAnnexesSchedu_052116]
Incorporation of Annexes, Schedules and Exhibits
[a05-20900_1ex10d7.htm#a10l_IncorporationOfAnnexesSchedu_052116]
10M. [a05-20900_1ex10d7.htm#a10m_RegisteredHoldersOwnership_052119]
Registered Holders; Ownership
[a05-20900_1ex10d7.htm#a10m_RegisteredHoldersOwnership_052119]
10N. [a05-20900_1ex10d7.htm#a10n_GoverningLaw_052124]
GOVERNING LAW [a05-20900_1ex10d7.htm#a10n_GoverningLaw_052124]
10O. [a05-20900_1ex10d7.htm#a10o_JurisdictionAndVenue_052140]
JURISDICTION AND VENUE [a05-20900_1ex10d7.htm#a10o_JurisdictionAndVenue_052140]
10P. [a05-20900_1ex10d7.htm#a10p_WaiverOfRightToJuryTrial_052144]
WAIVER OF RIGHT TO JURY TRIAL
[a05-20900_1ex10d7.htm#a10p_WaiverOfRightToJuryTrial_052144]
10Q. [a05-20900_1ex10d7.htm#a10q_Confidentiality_052148]
Confidentiality [a05-20900_1ex10d7.htm#a10q_Confidentiality_052148]
10R. [a05-20900_1ex10d7.htm#a10r_ConsiderationForNotes_052206]
Consideration for Notes
[a05-20900_1ex10d7.htm#a10r_ConsiderationForNotes_052206]
iii
NOTE PURCHASE AGREEMENT
NOTE PURCHASE AGREEMENT, dated as of November 22, 2005 (this "Agreement"), by
and among Navtech Systems Support Inc., an Ontario corporation (the "Company"),
and the Persons listed on Annex 1 attached hereto (the "Purchasers").
Unless
otherwise indicated herein, capitalized terms used in this Agreement have the
meanings set forth in Section 1.
WHEREAS, the Purchasers have agreed to purchase, and the Company has agreed to
issue and sell to the Purchasers, Notes of the Company; and
WHEREAS, pursuant to a Warrant Agreement, dated as of the date hereof, the
Purchasers have agreed to purchase, and the Parent has agreed to issue and sell
to the Purchasers, Warrants of the Parent.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:
Section 1.
Definitions.
1A.
Definitions.
For the purposes of this Agreement, the following
terms have the meanings set forth below:
"ABRY" means ABRY Mezzanine Partners, L.P.
"Accounts Receivable" has the meaning set forth in Section 6V.
"Accrued Amount" means, for any Note at any time, the principal amount of such
Note, plus all accrued and unpaid interest thereon.
"Acquisition Agreement" means that certain Securities Purchase Agreement, dated
as of the date hereof, by and among EAG Holdco, the Parent and SAS, as in effect
on the date hereof.
"Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, contract or otherwise.
"Agreement" has the meaning set forth in the preamble of this Agreement.
"Articles" means the Certificate of Incorporation of the Company, as amended,
modified, restated, superseded or replaced from time to time.
"Board of Directors" means the board of directors of the Parent.
"By-laws" means the by-laws of the Company, as amended, modified, restated,
superseded or replaced from time to time.
"Cambridge Information Group Preferred Stock" means the Series A Convertible
Participating Preferred Stock of the Parent, $0.01 par value per share.
"Capital Lease(s)" means any lease of any property (whether real, personal or
mixed) that, in conformity with GAAP, should be accounted for as a capital
lease.
"Change of Control" shall be deemed to occur (a) upon the consummation of a
transaction, whether in a single transaction or in a series of related
transactions, pursuant to which a Person or group (as that term is used in
Section 13(d)(3) of the Exchange Act)