0001104659-04-024131.txt : 20040812 0001104659-04-024131.hdr.sgml : 20040812 20040812164123 ACCESSION NUMBER: 0001104659-04-024131 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040812 GROUP MEMBERS: PHILIPS CONSUMER ELECTRONIC SERVICES B.V. GROUP MEMBERS: PHILIPS MEDIA B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVTEQ CORP CENTRAL INDEX KEY: 0000834208 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770170321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79987 FILM NUMBER: 04970833 BUSINESS ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: THE MERCHANDISE MART STE. 900 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-894-7000 MAIL ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: THE MERCHANDISE MART STE. 900 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: NAVTEQ DATE OF NAME CHANGE: 20040315 FORMER COMPANY: FORMER CONFORMED NAME: NAVIGATION TECHNOLOGIES CORP DATE OF NAME CHANGE: 19960522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC BUSINESS PHONE: 31 20 59 77777 MAIL ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS NV DATE OF NAME CHANGE: 19910903 SC 13D 1 a04-9156_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934

NAVTEQ Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

63936L 10 0

(CUSIP Number)

Arie Westerlaken

General Secretary and Senior Vice President

Koninklijke Philips Electronics N.V.

Breitner Center, Amstelplein 2, 1096 BC

Amsterdam, The Netherlands

Tel.no. +31 20 59 77 132

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 5, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 63936L 10 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Koninklijke Philips Electronics N.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 33,101,305 Shares

			8.	Shared Voting Power 0 Shares

			9.	Sole Dispositive Power 33,101,305 Shares

			10.	Shared Dispositive Power 0 Shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,101,305

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 37.8%

	14.	Type of Reporting Person (See Instructions) CO/HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Philips Media B.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 33,101,305 Shares

			8.	Shared Voting Power 0 Shares

			9.	Sole Dispositive Power 33,101,305 Shares

			10.	Shared Dispositive Power 0 Shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,101,305

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 37.8%

	14.	Type of Reporting Person (See Instructions) CO/HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Philips Consumer Electronic Services B.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 33,101,305 Shares

			8.	Shared Voting Power 0 Shares

			9.	Sole Dispositive Power 33,101,305 Shares

			10.	Shared Dispositive Power 0 Shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,101,305

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 37.8%

	14.	Type of Reporting Person (See Instructions) CO/HC

Item 1.	Security and Issuer
This statement on Schedule 13D relates to the Common Stock, par value $.001 per share (the “Common Stock”), of NAVTEQ Corporation (the “Company” or “NAVTEQ”), a Delaware corporation. The address of the principal executive offices of the Company is 222 Merchandise Mart, Suite 900, Chicago, Illinois 60654.
Item 2.	Identity and Background
(a) This statement is being filed by Koninklijke Phillips Electronics N.V. (“KPENV”), Philips Media B.V. (“Philips Media”), and Philips Consumer Electronic Services B.V. (“Philips B.V.”, and collectively with KPENV and Philips Media, the “Reporting Persons.”).
Certain information concerning each director and executive officer of (i) KPENV is set forth in Schedule I hereto, (ii) Philips Media is set forth in Schedule II hereto, and (iii) Philips B.V. is set forth in Schedule III hereto and is, in each case, incorporated herein by reference.
(b) The principle business address of KPENV is Breitner Tower, Amstelplein 2, 1096 BC, Amsterdam, The Netherlands. The principle business address of Philips Media is Groenewoudseweg 1, 5621 BA, Eindhoven, The Netherlands. The principle business address of Philips B.V. is Groenewoudseweg 1, 5621 BA, Eindhoven, The Netherlands.
(c) The primary business of each of the Reporting Persons is the manufacture and distribution of electronic and electrical products, systems and equipment, as well as information technology (including multimedia) services.
(d) None of the Reporting Persons, or to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I, II or III has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, or to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I, II or III, has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of KPENV, Philips Media and Philips B.V. is a company incorporated under the laws of the Netherlands.
This Item 2 is qualified in its entirety by reference to Schedules I, II and III, which are incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
Pursuant to a Stock Purchase Agreement (the “NavPart SPA”), dated as of March 18, 1999, among KPENV, NavPart I B.V. (“NavPart I”), and NavPart II B.V. (“NavPart II”), a wholly-owned subsidiary of NavPart I, 2,580,430 shares of Common Stock of the Company were transferred to NavPart II. The 2,580,430 shares of Common Stock are hereinafter referred to as the “Transferred Securities.”
Pursuant to the NavPart SPA, the shares of NavPart II (the “NavPart II Shares”) are subject to certain put and call arrangements between KPENV and NavPart I. Upon the occurrence of certain specified acceleration events, including the execution of an underwriting or similar agreement for an initial public offering of the Common Stock, NavPart I has the right to sell the NavPart II Shares to KPENV (the “Put Option”), and KPENV has the right to purchase the NavPart II Shares (the “Call Option”).

The Call Option may be exercised for a period of fourteen days following the date on which NavPart I or KPENV has given notice to the other of the occurrence of an acceleration event, and the Put Option may be exercised for a period of fifteen days following the expiration of the Call Option.
On August 5, 2004, the Purchase Agreement, as defined and described in Item 5 below, was executed for the sale of certain shares of NAVTEQ Common Stock, thereby triggering the Put Option and Call Option of NavPart I and KPENV, respectively. NavPart I has expressed its intention to exercise its Put Option to sell the NavPart II Shares (to the extent KPENV does not exercise its Call Option) for a price which is not greater than $116,417,544, subject to determination and adjustment as provided in the NavPart SPA. The principal assets of NavPart II are the Transferred Securities. KPENV will purchase the NavPart II Shares from working capital funds.
The foregoing discussion is qualified in its entirety by reference to the NavPart SPA and the Purchase Agreement, each of which is included as an exhibit to this Schedule 13D and is incorporated herein by reference.
Item 4.	Purpose of Transaction
The Reporting Persons acquired the Transferred Securities for investment purposes in connection with the exercise of the Put Option pursuant to the NavPart SPA described in Item 3 above.
As of the date of this statement, none of the Reporting Persons, nor to the knowledge and belief of the Reporting Persons, any of the persons listed on Schedules I, II or II, has any present plan or proposals which would relate to or would result in any transaction event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, other than the following:
As described further in Item 5 below, pursuant to a Registration Rights Agreement, dated as of March 29, 2001, between Philips B.V. and NAVTEQ (the “Registration Rights Agreement”), Philips B.V. has the right to demand NAVTEQ to register some or all of its shares of NAVTEQ Common Stock at any time, subject to the terms of the agreement. Philips B.V. is entitled to make up to four demands for registration, provided that a period of six months has elapsed for the effective date of the most previous registration.
In connection with the Purchase Agreement, as defined and described in Item 5 below, Philips B.V entered into a Lock-Up Agreement, dated as of April 19, 2004, from Philips B.V. to the underwriters named in the Purchase Agreement (the “Lock-Up Agreement”). Other than in connection with the put and call arrangements provided for in the NavPart SPA, the Lock-Up Agreement prohibits Philips B.V. from directly or indirectly selling NAVTEQ Common Stock for a period of 180 days following the date on which the Purchase Agreement is executed.
The foregoing discussion is qualified in its entirety by reference to the Registration Rights Agreement, the NavPart SPA and the Purchase Agreement, each of which is included as an exhibit to this Schedule 13D and is incorporated herein by reference.
Other than as set forth herein, none of the Reporting Persons, or to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I, II or III, has plans or proposals which relate to or would result in any of the events described by Items 4(a) through 4(j) of Schedule 13D. Each Reporting Person expects to evaluate on an ongoing basis NAVTEQ’s financial condition, business operations and prospects, market price of the shares of NAVTEQ Common Stock, conditions in securities markets generally, general economic and industry conditions and other factors. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time acquire additional shares of NAVTEQ Common Stock or securities convertible or exchangeable for shares of NAVTEQ Common Stock Quinton; may dispose of shares of NAVTEQ Common Stock; and/or may enter into

privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in such shares of NAVTEQ Common Stock. Any such transactions may be effected at any time and from time to time subject to any applicable limitations of the Securities Act and the contractual restrictions described herein. To the knowledge of each Reporting Person, each of the persons listed on Schedules I and II hereto may make the same evaluation and reserves the same rights.
Item 5.	Interest in Securities of the Issuer
(a) The percentage interest held by each Reporting Person presented below is based on the number of shares of NAVTEQ Common Stock reported in NAVTEQ’s registration statement on Form S-1 (No. 333-114637), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 20, 2004, as amended by Amendment No. 1, dated May 6, 2004, Amendment No. 2, dated June 2, 2004, Amendment No. 3, dated June 29, 2004, Amendment No. 4, dated July 16, 2004, Amendment No. 5, dated August 2, 2004 and as otherwise amended as of August 5, 2004 (the “NAVTEQ Registration Statement”).
KPENV may be deemed to beneficially own 33,101,305 shares of NAVTEQ Common Stock, representing approximately 37.8% of the outstanding shares and including 2,580,430 shares which KPENV has a right to acquire pursuant to the NavPart SPA.
Philips Media may be deemed to beneficially own 33,101,305 shares of NAVTEQ Common Stock, representing approximately 37.8% of the outstanding shares and including 2,580,430 shares which Philips Media has a right to acquire pursuant to the NavPart SPA.
Philips B.V. is the direct beneficial owner of 33,101,305 shares of NAVTEQ Common Stock, representing approximately 37.8% of the outstanding shares and including 2,580,430 shares which Philips has a right to acquire pursuant to the NavPart SPA.
None of the Reporting Persons or, to the best knowledge and belief of the Reporting Persons, any of the persons listed on Schedules I, II or III hereto beneficially owns any NAVTEQ Common Stock other than as set forth herein.
(b) Each Reporting Person has the power to vote or direct the vote and dispose or direct the disposition of the NAVTEQ Common Stock beneficially owned by such Reporting Persons as indicated in pages 2 through 4.
(c) See Item 3 above for a detailed discussion of the put and call arrangements between KPENV and NavPart I.
On April 16, 2004, Philips B.V. exercised its first registration demand right pursuant to the Registration Rights Agreement described in Item 4 above. Pursuant to this exercise, the NAVTEQ Registration Statement was filed on April 20, 2004 and declared effective by the SEC on August 5, 2004. On August 5, 2004, the Purchase Agreement, by and among the Company, NavPart I, Philips B.V., and the underwriters named therein (the “Purchase Agreement”), was entered into for the sale by Philips B.V. and NavPart I of 40,000,000 shares of NAVTEQ Common Stock, $.001 par value per share. The price per share of NAVTEQ Common Stock was $22.00. In addition, the underwriters have exercised their right to purchase an additional 6,000,000 shares of NAVTEQ Common Stock from Philips B.V. and NavPart I at the public offering price, less the underwriting discount, as provided in the Purchase Agreement (the "Over-allotment Option").
Please see Item 4 above for a discussion of the Philips Lock-Up Agreement.
(d) No other person has the right to receive or the power to direct the receipt of dividends from or proceeds from the sale of the NAVTEQ Common Stock.
(e) Not applicable.

The foregoing discussion is qualified in its entirety by reference to the Registration Rights Agreement, the NavPart SPA, the Lock-Up Agreement, and the Purchase Agreement, each of which is included as an exhibit to this Schedule 13D and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships between the Reporting Persons (or their wholly owned subsidiaries), and to the best knowledge and belief of the Reporting Persons, none of the persons listed on Schedules I, II or III hereto, and other persons with respect to the NAVTEQ Common Stock other than the Registration Rights Agreement, the Purchase Agreement, the Lock-Up Agreement and the NavPart SPA.
The Registration Rights Agreement grants Philips B.V. certain rights to register its shares of NAVTEQ Common Stock for sale under the Securities Act. See Item 4 above for a detailed discussion.
The Purchase Agreement provided for the sale of 40,000,000 shares of NAVTEQ Common Stock by NavPart I and Philips B.V. See Item 5 above for a detailed discussion. The underwriters also exercised their Over-allotment Option, pursuant to the Purchase Agreement, to purchase an additional 6,000,000 shares of NAVTEQ Common Stock. See Item 5 above for a detailed discussion.
The Lock-up Agreement prohibits Philips B.V. from directly or indirectly selling NAVTEQ Common Stock for 180 days, except in connection with the put and call arrangements provided for in the NavPart SPA. See Item 5 above for a detailed discussion.
The NavPart SPA provides for the transfer of the NavPart II Shares from NavPart I to KPENV pursuant to the put and call arrangements described therein. See Item 3 above for a detailed discussion. The NavPart SPA also contains a voting arrangement whereby NavPart I and NavPart II agreed to use their best efforts to maintain the NAVTEQ board of directors at seven members and vote in favor of three directors designated by KPENV, so long as KPENV beneficially owns 25% of NAVTEQ Common Stock. In addition, KPENV agreed to use its best efforts to maintain the NAVTEQ board of directors at seven members and vote in favor of two directors designated by NavPart I, so long as NavPart I directly or indirectly held 10% of NAVTEQ Common Stock. Currently, NavPart I holds less than 10% of NAVTEQ Common Stock.
The foregoing discussion is qualified in its entirety by reference to the Registration Rights Agreement, the Purchase Agreement, the NavPart SPA and the Philips Lock-up Agreement, each of which is included as an exhibit to this Schedule 13D and is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Exhibit		Description

1.		Stock Purchase Agreement, dated as of March 18, 1999, among Koninklijnke Philips Electronics N.V., NavPart I B.V., and NavPart II B.V.

2.		Registration Rights Agreement, dated as of March 29, 2001, between Philips Consumer Electronic Services B.V. and NAVTEQ Corporation.

3.		Purchase Agreement, dated as of August 5, 2004 among NAVTEQ Corporation, NavPart I B.V., Philips Consumer Electronic Services B.V. and the underwriters named therein.

4.		Lock-Up Agreement, dated as of April 19, 2004, from Philips Consumer Electronic Services B.V. to the underwriters named in the Purchase Agreement.

5.		Joint Filing Agreement, dated as of August 12, 2004, among the Reporting Persons.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Dated: August 12, 2004


KONINKLIJKE PHILIPS ELECTRONICS N.V.

By:	/s/ Arie Westerlaken
	Name:	Arie Westerlaken
	Title:	General Secretary and Senior Vice President


PHILIPS MEDIA B.V.

By:	/s/ Arie Westerlaken
	Name:	Arie Westerlaken
	Title:	Director


PHILIPS CONSUMER ELECTRONIC SERVICES B.V.

By:	/s/ Arie Westerlaken
	Name:	Arie Westerlaken
	Title:	Director

SCHEDULE I

(a) Members of the Supervisory Board of Koninklijke Philips Electronics N.V.

Unless otherwise indicated, each person listed below is not employed, other than as a member of the Supervisory Board, and thus no employer, employer’s address or employer’s principal business is listed.

Name:		L.C. van Wachem
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Chairman of the Committee of Managing Directors of the
		Royal Dutch/Shell Group.
Citizenship:		The Netherlands

Name:		W. de Kleuver
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Executive Vice-President of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		J.M. Hessels
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Chief Executive Officer of Royal Vendex KBB.
Citizenship:		The Netherlands

Name:		Sir Richard Greenbury
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Chairman and Chief Executive Officer of Marks & Spencer.
Citizenship:		United Kingdom

Name:		J.M. Thompson
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Vice Chairman of the Board of Directors of IBM.
Citizenship:		Canada

Name:		C.J.A. van Lede
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Chairman of the Board of Management of Akzo Nobel.
Citizenship:		The Netherlands

Name:		Prof. K.A.L.M. van Miert
		Koninklijke Philips Electronics N.V.
		Business Address:
		Breitner Centre
		Amstelplein 2
Principal Occupation:		Retired. Former President of Nyenrode University and former Vice-President of the European Commission
Citizenship:		Belgium

Name:		L. Schweitzer
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Chairman and Chief Executive Officer of la regie nationale des usines Renault.
Employer:		La regie nationale des usines Renault
Employer’s Address:		34 Quai du Point du Jour
		BP 103 92109
		Boulogne Bilancourt
		Cedex, France
Employer’s Principal Business:		Design, manufacture and sale of automobiles and related businesses
Citizenship:		France

Name:		E. Kist
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Center
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Retired. Former Chairman of the Executive Board of ING Group
Citizenship:		The Netherlands

(b) Members of Board of Management and Group Management Committee of Koninklijke Philips Electronics N.V.

Unless otherwise indicated, each member of the Board of Management and Group Management Committee is employed by Koninklijke Philips Electronics N.V. at Breitner Centre, Amstelplein 2, 1096 BC Amsterdam, The Netherlands, whose principal business is set forth in this Statement, and thus no employer, employer’s address or employer’s principal business is listed.

Name:		Gerard J. Kleisterlee
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		President and Chief Executive Officer of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Jan H.M. Hommen
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Vice-Chairman of the Board of Management and Chief Financial Officer of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Gottfried H. Dutine
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Executive Vice-President, and President and Chief Executive Officer of the Consumer Electronics Division, of Koninklijke Philips Electronics N.V.
Citizenship:		Germany

Name:		Ad Huijser
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Executive Vice-President and Chief Technology Officer of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Andrea Ragnetti
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President and Chief Marketing Officer of Koninklijke Philips Electronics N.V.
Citizenship:		Italy

Name:		Daniel Hartert
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President and Chief Information Officer of Koninklijke Philips Electronics N.V.
Citizenship:		Germany

Name:		Tjerk Hooghiemstra
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice-President of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Scott McGregor
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President, and President and CEO of the Semiconductors Division, of Koninklijke Philips Electronics N.V.
Citizenship:		United States

Name:		Jouko A. Karvinen
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice-President, and President and CEO of the Medical Systems Division, of Koninklijke Philips Electronics N.V.
Citizenship:		Finland

Name:		Johan van Splunter
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President, and President and CEO of the Domestic Appliances and Personal Care Division, of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Frans van Houten
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President, and CEO of the Consumer Electronics Business Groups, of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Barbara Kux
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President and Chief Procurement Officer of Koninklijke Philips Electronics N.V.
Citizenship:		Switzerland

Name:		Theo van Deursen
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice President, and President and CEO of the Lighting Division, of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Rudy Provoost
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		CEO of Philips Consumer Electronics Global Sales and Services of Koninklijke Philips Electronics N.V.
Citizenship:		Belgium

Name:		Arie Westerlaken
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice-President, General Secretary, Chief Legal Officer and Secretary to the Board of Management of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

SCHEDULE II

(a) Members of the Board of Directors of Philips Media B.V.

Unless otherwise indicated, each person listed below is not employed, other than as a member of the Board of Directors, and thus no employer, employer’s address or employer’s principal business is listed.

Name:		Arie Westerlaken
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice-President, General Secretary, Chief Legal Officer and Secretary to the Board of Management of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Frits van Brussel
Business Address:		Groenewoudseweg 1, 5621 BA, Eindhoven, The Netherlands
Principal Occupation:		Vice President Philips International
Citizenship:		The Netherlands

SCHEDULE III

(a) Members of the Board of Directors of Philips Consumer Electronic Services N.V.

Name:		Arie Westerlaken
Business Address:		Koninklijke Philips Electronics N.V.
		Breitner Centre
		Amstelplein 2
		1096 BC Amsterdam, The Netherlands
Principal Occupation:		Senior Vice-President, General Secretary, Chief Legal Officer and Secretary to the Board of Management of Koninklijke Philips Electronics N.V.
Citizenship:		The Netherlands

Name:		Frits van Brussel
Business Address:		Groenewoudseweg 1, 5621 BA, Eindhoven, The Netherlands
Principal Occupation:		Vice President Philips International
Citizenship:		The Netherlands

EX-1 2 a04-9156_1ex1.htm EX-1

Exhibit 1

HOUTHOFF

STOCK PURCHASE AGREEMENT

This Stock Purchase-Sale Agreement (the “Agreement”) is made on this, the 18th day of March, 1999, by and between:

1. KONINKLIJKE PHILIPS ELECTRONICS N.V., (“Philips” or “Seller”) a public limited liability company organized under the laws of The Netherlands, having its statutory seat in Eindhoven and its principal place of business at Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, lawfully represented byMr. Eric P. Coutinho;

2. NAVPART I B.V., (“NavPart I”), a private limited liability company organized under the laws of The Netherlands, having its statutory seat in Amsterdam and its principal place of business at Atlas Kantorencomplex, Hoogoorddreef 7, 1101 BA Amsterdam-Zuidoost, lawfully represented by Mr. D.J. van Ommeren;

And

3. NAVPART II B.V., (“NavPart II”), a private limited liability company organized under the laws of The Netherlands, having its statutory seat in Amsterdam and its principal place of business at Atlas Kantorencomplex, Hoogoorddreef 7, 1101 BA Amsterdam-Zuidoost, lawfully represented by NavPart I.

NavPart I and NavPart II are referred to jointly and severally hereinafter as the “Buyer” and “Buyers.” The entities named in numbers 1 through 3, above, are referred to individually as “Party” and collectively in this Agreement as the “Parties.”

RECITALS

A. The following entities formed a consortium for the purpose of investigating the possibility of an equity participation in Navigation Technologies Corporation of 10400 W Higgins Road, Suite 400 Rosemont, IL 60018-3712 and its subsidiaries (collectively “NavTech”):

1. “ORANJE-NASSAU PARTICIPATIES B.V.”, (“ON”), a private limited liability company, having its registered offices at Atlas Kantorencomplex, Hoogoorddreef 7, in Amsterdam-Zuidoost, lawfully represented by Mr. D.J. van Ommeren and Mr. C.M. de Wit for their participation of US$ 22 million;

2. ABN-AMRO PARTICIPATIES B.V., (“ABN-AMRO”), a private limited liability company, having its registered offices at Foppingadreef 22 in Amsterdam, lawfully represented by ABN-AMRO N.V., lawfully represented by Mr. L.P.A. Bergstein and Mr. B. Kramer for their participation of US$ 22 million;

3. PARIBAS DEELNEMINGEN N.V., a public limited liability company, having its registered offices at Haaksbergweg 19, in Amsterdam-Zuidoost, lawfully represented by PAPIBAS ADVIES N.V., lawfully represented by Mr. J.G. Wackwitz for their participation of US$ 11 million;

4. NPM CAPITAL N.V., a public limited liability company, having its registered offices at Breitnerstraat 1 in Amsterdam, lawfully represented by Mr, M.W. Dekker for their participation of US$ 22 million;

5. PARNIB B.V., a private limited liability company, having its registered offices at Burgemeester Van Karnebeeklaan 8 in The Hague, lawfully represented by PARNIB HOLDING N.V. lawfully represented by Mr. J.E.M. van der Burg and Mr. A. Bouman for their participation of US$ 11 million;

6. HAL INVESTMENTS III B.V., a private limited liability company, having its registered offices at Weena 674 in Rotterdam, lawfully represented by Mr. M.F. Groot and Mr. A. A. van ‘t Hof for their participation of US$ 22 million.

The entities listed in numbers 1 through 6, above, are referred to collectively in this Agreement as the “Investors.”

B. PHILIPS CONSUMER ELECTRONIC SERVICES B.V. (“Philips Consumer Services”), a private limited liability company, having its registered offices at Groenewoudseweg 1, in Eindhoven, The Netherlands is an indirect, wholly owned subsidiary of Philips. Philips Consumer Services holds the shares of NavTech that are the subject of this Agreement, agreed to transfer such shares as described herein, and has arranged with Philips for the transfer of such shares in accordance with the terms of this Agreement.

C. Philips, ON, and ABN-AMRO concluded a non-binding Memorandum of Understanding on November 2, 1998 outlining a possible transaction, whereby it was envisaged that more parties would join ON and ABN-AMRO in a consortium of investors in NavTech.

D. ON and ABN-AMRO, acting for and on behalf of the Investors, entered into discussions and evaluations with Seller for the purpose of coming to agreeable terms for a purchase of equity in NavTech. The Investors, Philips and Philips Consumer Services concluded on December 24, 1998 a binding Heads of Agreement (“HOA”), attached hereto as Exhibit 1;

E. The Investors have decided to form two legal entities, NavPart I and NavPart II. The Investors will participate in NavTech through NavPart I and NavPart II. NavPart I and NavPart II will be the holders of record of the Purchase Shares, defined and described herein;

F. NavPart II is a wholly-owned subsidiary of NavPart I.

G. NavPart I has been capitalized with US $ 109,686,589, and NavPart II with US $ 9,374,310.

H. All Parties to this Agreement have obtained all required internal corporate approvals and authorizations to conclude the transactions pursuant to and as detailed herein;

I. The Conditions Precedent described in the HOA have been fulfilled, or if not, are waived by the Parties. This Agreement is subject only to the terms and conditions explicitly stated herein.

NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:

Article 1: Definitions

All capitalized terms used, but not otherwise defined in this Agreement, shall have the following meanings:

“Acceleration Event” has any of the meanings assigned to such term in Article 6.3(i)-(iii).

“Acceleration Events” means any combination of the events described in Article 6.3(i)-(iii).

“Audited Accounts” are the accounts annexed hereto as Annex 1.

“Buyers” means NavPart I and NavPart II.

“Call Option” has the meaning assigned to such term in Article 6.1(i).

“Capitalization Table” is the capitalization table annexed hereto as Annex 5.

“Closing” has the meaning assigned to such term in Article 3.2.

“Closing Date” means the date referred to in Article 3.2.

“Conditions Precedent” mean (i) the conditions described in Article 7 of the HOA necessary to be fulfilled prior to the consummation of a definitive purchase-sale transaction

involving NavTech shares between the Parties; (ii) any other conditions or terms mentioned in the HOA or elsewhere which must be fulfilled, completed, or waived prior to the consummation of this Agreement.

“Consideration” has the meaning assigned to such term in Article 2.2.

“Database” means NavTech’s navigable database, as it may be updated or expanded from time to time which is a digital representation of road transportation networks currently covering the United States (but not Alaska, Hawaii or its territories or possessions, selected provinces of Canada, and selected European countries or portions thereof.

“Escrow Agreement” is the agreement to be executed between the Escrow Agent, Philips, NavPart I and NavPart II substantially in the form of Annex 2.

“Escrow Agent” means a Notary at Houthoff Advocaten & Notarissen, for the purpose of which Maarten A.J.M. Scholtens or his substitute or his successor is currently designated.

“Escrow Shares” means the NavPart I Escrow Shares together with the NavPart II Escrow Shares.

“Exercise Price” means the amount that shall yield an after-tax-result to NavPart I of US $ 116,417,544 pursuant to the exercise of the Call Option or Put Option described in Article 6.

“Heads of Agreement” (“HOA”) means the binding agreement signed by Philips, Philips Consumer Electronics, and the Investors on December 24, 1998, attached hereto as Exhibit 1.

“Initial Public Offering” (“IPO”) means the possible offering for sale of NavTech common stock to the public in accordance with applicable U.S. state and federal regulations.

“Interbank Rate” means the offered rate for interbank loans, for US Dollars as displayed on the relevant Reuters’ screen for US Dollars or about 11.00 a.m. (Amsterdam time) for the relevant period as offered on the London Interbank market.

“Investor Indemnity” means the indemnity undertaken by the Investors for the benefit of Philips under an agreement in the form of Annex 3 hereto and to be executed simultaneously herewith.

“Loan Agreement” means the Second Amended and Restated Master Loan Agreement among NavTech, Philips, and Philips Consumer Services to be executed substantially in the form attached hereto as Exhibit 2, subject to such amendments as are to be agreed in good faith between Philips and NavPart I.

“Material Adverse Effect” means (i) a condition that would lead to a material and sustainable shortfall of operational income and a material and sustainable decrease of the value of NavTech to an investor such as the Investors or (ii) a material depletion of the net asset value of NavTech which, if unrepaired, would lead to a material and sustainable decrease of the value of NavTech to an investor such as the Investors.

“NavPart I Escrow Shares” means 8,892,934 shares of NavTech common stock.

“NavPart II Escrow Shares” means 3,811,258 shares of NavTech common stock.

“NavPart I NavTech Shares” means 75,401,118+8,892,934 (being the NavPart I Escrow Shares =84,294,052 shares of NavTech common stock.

“NavPart II NavTech Shares” means 32,314,765+3,811,258 being the NavPart II Escrow Shares = 36,126,023 shares of NavTech common stock.

“Purchase Shares” means the Navpart I NavTech Shares and the NavPart II NavTech Shares.

“Put Option” has the meaning assigned to such term in Article 6.1(ii).

“Put/Call Shares” has the meaning assigned to such term in Article 6.1(i).

“Registration Statement” has the meaning assigned to such term in the Loan Agreement.

“Software” means all software code and tools used in database creation, updating, modification, distribution, accessing and other operations of NavTech related to the Database either currently conducted or contemplated to be conducted, including (i) tools for automated data capture from machine-readable sources, including post office and public domain government spatial data files; (ii) comparison and validation tools for merging data from multiple sources; (iii) verification tools to validate connectivity and consistency; (iv) integration tools for merging new data into the database structure; (v) statistical and reporting tools for extracting information in human readable form; and (vi) translation software for generating versions of the database in a variety of formats.

“Stock Transfer Agreement” means a duly executed stock assignment which includes duly executed stock powers substantially in the form attached hereto as Annex 4.

“Tax Payment Loan Agreement” has the meaning assigned to such term in Article 7.

“Transfer Deed” means the notarial deed of transfer for the Put/Call shares substantially in the form attached hereto as Annex 16.

Article 2: Sale and Transfer

2.1 Philips agrees to sell the NavPart I NavTech Shares to NavPart I and the NavPart II NavTech Shares to NavPart II. NavPart I and NavPart II hereby agree to buy their respective portion of the Purchase Shares.

2.2 As payment for the Purchase Shares, NavPart I and NavPart II agree to pay to Philips or to cause to be paid to Philips an aggregate sum of US $ 108.3 million (“Consideration”) at the Closing subject to the terms set forth in Article 3 of this Agreement, and as provided for in Article 3.3(xi).

2.3 The transfer of the Purchase Shares will occur at the Closing subject to the terms set forth in Article 3 of this Agreement.

2.4 Philips represents and warrants that

(i) the Capitalization Table is true and correct as of September 30, 1998 (after giving effect to certain events described therein); and

(ii) by the transfer of the Purchase Shares Philips has vested in NavPart I and NavPart II jointly 24.7% of NavTech’s common stock on a fully diluted basis in accordance with the Capitalization Table.

(iii) except as set forth in Annex 6, there are no obligations related to the issuance, sale or transfer of any equity securities of NavTech as of September 30, 1998, nor shall there have been any such obligations prior to Closing.

If at any time Philips shall be in breach of the warranties set forth in this Article 2.4, Philips undertakes to transfer for nil consideration to NavPart I and/or NavPart II on first demand such number of NavTech common stock as is necessary to restore the percentage ownership in NavTech that NavPart I and NavPart II would have had absent such breach.

Article 3: Completion of the Agreement

3.1 Pre-Closing Events

The following events have taken place prior to the execution of this Agreement:

(i) On March 16, 1999 ON organised “Stichting NavPart”, a Netherlands foundation (“the Foundation”). Appointed to the Board of the Foundation were Dirk Jan van Ommeren, Maarten Willem Dekker, Melchert Frans Groot, and Jozef Emile Maria van der Burg. A copy of the Dutch and English texts of the articles of incorporation of the Foundation are attached hereto as Exhibit 3.

(ii) On March 16, 1999 the Foundation incorporated NavPart I and appointed Mr. D.J. van Ommeren as its managing director. A copy of the Dutch and English texts of the articles of incorporation of NavPart I are attached hereto as Exhibit 4. At the date hereof the issued and outstanding capital of the corporation consists of 2,220 shares with a nominal value of EURO 10,-. The Foundation owns all such issued shares of NavPart I.

(iii) On March 18, 1999 NavPart I incorporated NavPart II and appointed NavPart I as its managing director. A copy of the Dutch and English texts of the articles of incorporation of NavPart II are attached hereto as Exhibit 5. At the date hereof the issued and outstanding capital of NavPart II consists of 1,820 shares with a nominal value of EURO 10,-. NavPart I owns all such issued shares of NavPart II.

(iv) On March 16, 1999 the Foundation and NavPart I agreed on the Administration Conditions governing the depository receipts to be issued by the Foundation to the Investors. A copy of the Dutch and English texts of the Administration conditions are attached hereto as Exhibit 6.

(v) On March 16, 1999 the Foundation issued the following depository receipts:

444

depository

receipts,

numbered

E1-E444,

ABN-AMRO;

444

depository

receipts,

numbered

A1-A444,

ON;

444

depository

receipts,

numbered

B1-B444,

NPM;

444

depository

receipts,

numbered

C1-C444,

HAL;

222

depository

receipts,

numbered

E445-E666,

Paribas; and

222

depository

receipts,

numbered

D1-D222,

Parnib.

(vi) On March 16, 1999 the Investors signed the Consortium Agreement, a copy of which is attached hereto as Exhibit 7.

(vii) On March 16 the Foundation paid into the Houthoff client account the amount of the Consideration.

3.2 The closing of the transactions contemplated in this Agreement (the “Closing”) will take place at the offices of Houthoff, Parnasusweg 126 1076 AT Amsterdam, The Netherlands, at 23:00 PM local time, on March 18, 1999.

3.3 At the Closing, the following actions shall be taken:

(i) Philips Consumer Services will deliver the NavPart I NavTech Shares excluding the NavPart I Escrow Shares to NavPart I by means of a Stock Transfer Agreement;

(ii) Philips Consumer Services will deliver the NavPart I Escrow Shares and NavPart II NavTech Shares to the Escrow Agent by means of a Stock Transfer Agreement;

(iii) The Escrow Agent, Philips, NavPart I and NavPart II will execute the Escrow Agreement;

(iv) NavPart I and Philips will execute the Tax Payment Loan Agreement;

(v) NavPart I will adopt a shareholder resolution in the form attached hereto as Annex 9.

(vi) NavPart I and Philips will execute a notarial deed in the form annexed hereto as Annex 7, establishing a pledge for the benefit of Philips over the issued and outstanding share capital of NavPart II in accordance with Article 12.4 hereof.

(vii) NavPart II and Philips will execute a deed in the form annexed hereto as Annex 8, establishing a pledge for the benefit of Philips over the NavPart II NavTech Shares.

(viii) Philips Consumer Services will execute a document designating Philips as payee of the Consideration.

(ix) The Investors, NavPart I and Philips will execute the Investor Indemnity.

(x) NavPart I and NavPart II will transfer the Consideration to an account designated and held by Houthoff, Advocaten & Notarissen, Parnassusweg 126, 1076 AT Amsterdam, The Netherlands for the purpose of this Agreement. NavPart I and NavPart II will authorize Houthoff in writing to release the Consideration to Philips.

(xi) Philips will deliver to NavPart I, NavPart II and the Escrow Agent share certificates for the NavTech shares to be transferred in accordance with Articles 3.3(i) –(iii) herein.

(xii) The Consideration will be transferred by Houthoff to Citibank New York, NY for credit to account # 40670981 in the name of Koninklijke Philips Electronics N.V., Eindhoven, The Netherlands in the form of funds available for the next day.

3.4 Completion of the acts listed in Article 3.3(i)-(xii) above will only be deemed as a binding obligation on condition that all such listed transactions will have been performed.

3.5 By executing this Agreement, the Parties hereby agree to deem all Conditions Precedent mentioned in the HOA, or other preparatory documents and agreements relating to this transaction to be satisfied and fulfilled.

Article 4: Representations and Warranties

4.1 The Buyers represent and warrant to Philips that:

(i) Buyers have such knowledge and experience in financial and business matters and is experienced in evaluating and investing in companies such as NavTech that it is capable of evaluating the merits and risks of an investment in the Purchase Shares and of making an informed decision regarding such investment, and has the ability to bear the economic risks of its investment. The Buyers through the Investors have had access, during the course of the negotiations and prior to its investment decision relating to the Purchase Shares, to the information each believed it needs and desires in connection with its evaluation of its investment in the Purchase Shares. Each of the Buyers through the Investors has had, during the course of the negotiations and prior to its investment decision relating to the Purchase Shares, the opportunity to ask questions of, and receive answers from, NavTech and Philips concerning the terms and conditions of the transactions contemplated hereby. Each of the Buyer through the Investors is not aware of any condition that cause the representations of Philips to be inaccurate. (It being understood, that any condition referred to in Annex 10 shall not negatively affect the right of the Buyers to rely in full on the explicit representations contained in Article 4.2 of this Agreement.) Annex 11 sets forth the documents made available to the Buyer through the Investors in the NavTech data room;

(ii) NavPart I and NavPart II are each acquiring the Purchase Shares for their own respective accounts and not with a view to, or for resale in connection with, any distribution thereof. Both NavPart I and NavPart II understand that the Purchase Shares have not been registered under the U.S. Securities Act of 1933 by reason of a specified exemption from the registration provisions thereof which depends on, among other things, the bona fide nature of its investment intent as expressed herein.

4.2 Philips represents and warrants to the Buyer that:

(i) Philips Consumer Services owns as of the Closing Date the Purchase Shares free and clear of all liens and encumbrances, and upon the acquisition of the Purchase Shares

from Philips Consumer Services, the Buyers will own the Purchase Shares free and clear of all liens and encumbrances other than those encumbrances and liens arising from actions or inactions of Buyers or as otherwise contemplated in this Agreement and, except as set forth in Annex 12 NavTech owns as of the Closing Date directly or indirectly all of the issued share capital of the subsidiaries consolidated in the Audited Accounts (the shareholding structure of which is set forth in Annex 13 hereto) free and clear of all liens and encumbrances and as at that date there are no agreements or commitments of any character obligating NavTech or any of its subsidiaries to issue, transfer or sell any shares of capital stock in any such subsidiaries;

(ii) The principal amount and accrued interest owed to Philips under the Loan Agreement is not greater than $ 170.6 million as of September 30, 1998;

(iii) The combined effect of any misrepresentation as regards the following warranties shall not have a Material Adverse Effect:

(1) The Audited Accounts fairly present the financial condition and the results of operations of NavTech at such date and for such period, all in accordance with GAAP as consistently applied to NavTech subject to normal recurring year-end adjustments consistent with prior practice and the absence of notes normally found in year-end financial statements, except as set forth in the notes to such statements;

(2) The paid-in capital as shown in the Audited Accounts of NavTech is not less than $ 245 million as of September 30, 1998;

(3) other than as set forth in Annex 14, since September 30, 1998 and up to Closing Date, the business of NavTech has been conducted in the ordinary course, consistent with past practice, and since September 30, 1998 and up to the Closing Date there have been no changes in the financial condition of NavTech, other than changes due to general economic conditions, the condition of financial markets, the conditions within the relevant industry and the effects of this transaction;

(4) to the knowledge of Philips there is no document or information withheld which is essential to Buyers in determining whether or not to enter into this transaction as a whole. Philips is not aware of any condition, whether disclosed in the Data Room or not, that causes the representations of Philips to be inaccurate. (For the avoidance of doubt the Parties agree, that, as used in this sub-paragraph 4.2(iii)(4), Philips shall not mean NavTech or its subsidiaries).

(iv) All U.S. and foreign (national and local) taxes, payable on or prior to the date hereof of NavTech, have been paid when due, except for such non-payment the effect of which should not reasonably be expected to have a Material Adverse Effect.

(v) Except as set forth in Annex 15 the combined effect of any misrepresentation as regards the following warranties shall not have a Material Adverse Effect:

(1) NavTech has sole and unencumbered title to or right to use the Database taken as a whole apart from Philips’ security interest therein and the sole right to exploit such Database and has valid and existing licenses to any copyrights and other intellectual property rights covering data incorporated in the Database;

(2) NavTech is the owner or the rightful user of the Software; and

(3) except as identified on the Audited Accounts there are no legal proceedings relating to title to the Database or the Software or infringements by the Database or the Software on the intellectual property rights of others that have been commenced in a court of law against NavTech or its subsidiaries; no such proceedings have been threatened.

4.3 Survival of Representations and Warranties

The representations and warranties set forth in this Agreement shall survive for a period of 18 months following the date hereof. Each of the Parties shall during this period promptly notify the other Parties of any condition it becomes aware of that would cause any of the representations and warranties set forth in this Agreement to be inaccurate. Claims brought for breach of the representations and warranties set forth in this Agreement after the expiration of the applicable representation or warranty shall have no effect.

4.4 Cure

If, within 18 months after the date hereof the representations or warranties of Philips set forth in this Agreement shall not be true and accurate as per the Closing Philips shall be required to at its election:

(i) cure such default, or;

(ii) subject to Article 5, pay such an amount as, on an after tax basis, shall yield to Buyer the actual diminution, resulting from such inaccuracy, of the value of the Purchase Shares excluding the NavTech Shares held by NavPart II plus interest thereon from the Closing Date to the date of payment at the Interbank Rate.

Article 5: Cap on Obligations of Phillips

5.1 Under no circumstances shall Philips and/or Philips Consumer Services be required to pay to the Buyers and/or Investors under any or more of the provisions of this Agreement a collective amount in excess of US $ 116,417,544 million except in the event that the Put Option or the Call Option is exercised in which case the maximum amount payable will be the Exercise Price.

5.2 Any amount received from Philips and/or Philips Consumer Services by the Buyer on an after tax basis and excluding the interest in this respect shall be treated as an adjustment of the purchase price and shall, to the extent of such adjustment, reduce the Exercise Price pro rata.

Article 6: Put and Call Options

6.1 The Parties agree that:

(i) Unless prior to December 2005 Philips or NavPart I have exercised their rights under Article 6.2, Philips has the right to buy the shares of NavPart II (the “Put/Call Shares”) at the Exercise Price (the “Call Option”) during the first fifteen days of December 2005 upon the terms of the Transfer Deed.

(ii) Unless prior to December 2005 Philips or NavPart I have exercised their rights under Article 6.2, during the last 15 days of December 2005 and provided Philips has not exercised the Call Option, NavPart I has the right to sell to Philips the Put/Call Shares at the Exercise Price (the “Put Option”) upon the terms of the Transfer Deed as defined in Article 6.8 of this Agreement.

6.2 Philips may exercise its Call Option prior to December 1, 2005 any time upon the occurrence of an Acceleration Event. The right to exercise the Call Option related to such Acceleration Event will expire on the fourteenth day after the date on which NavPart I or Philips have given notice to the other of such event. If such right to exercise the Call Option expires without being exercised, NavPart I shall have fifteen days, beginning on the day after the expiration date of such Call Option, to exercise the Put Option. After such time, the right to exercise the Put Option related to such Acceleration Event shall expire.

6.3 For purposes of this Agreement, an Acceleration Event shall be any one of the following:

(i) The commencement or filing by NavTech or any other party of a voluntary or involuntary case or proceeding in relation to NavTech under any applicable federal, state, or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent or the making by NavTech of an assignment for the benefit of creditors, or the admission by NavTech in writing of inability

to pay their debts generally as they become due, or the taking of action by NavTech in furtherance of any such action;

(ii) The execution of an underwriting, distribution, placement or similar agreement for an IPO of NavTech, whether pursuant to a prospectus, offering memorandum or otherwise;

(iii) Breach of any of the parties bound to the Put Option and Call Option of a covenant under the terms of any loan arrangements with outside bankers or any default under any such arrangement.

6.4 In the event that an Acceleration Event occurs and the Call Option or the Put Option is exercised, then the Exercise Price shall be adjusted as follows:

(i) In the case of an Acceleration Event described in Articles 6.3(i) or 6.3(iii) above, the Exercise Price shall be discounted for such number of days as the first day of the Put Option shall be accelerated at a discount rate, reduced for the effect of taxation in the Netherlands, equal to the Interbank Rate quoted between banks in New York at such first day.

(ii) In the case of an Acceleration Event described in Article 6.3(ii) above, the Exercise Price shall in no event be greater than the Exercise Price of the Put Option or the Call Option, as the case may be, calculated for the events described in Articles 6.3(i) or 6.3(iii) above.

6.5 In the case of an Acceleration Event described in Article 6.3(iii) above and (y) if the acceleration is caused by Philips or Philips Consumer Services, the Buyer shall have the right to exercise the Put Option during 14 days from the date the Buyer received notice thereof, and (z) if the acceleration is caused by the NavPart I or NavPart II, then the Seller shall have the right to exercise the Call Option during 14 days from the date the Seller has received notice thereof.

6.6 Each of Philips and NavPart I is under an obligation to give prompt notice to the other party of the occurrence of an Acceleration Event.

6.7 Following the exercise of the Call Option or the Put Option, the transfer of the Put/Call Shares shall take place within 30 days thereof in accordance with the terms of Article 6.8.

6.8 Upon Philips and NavPart I having agreed on the amount that yields an after-tax result to NavPart I of US $ 116,417,544 million and having expressed unanimously their instructions to a notary at Houthoff, Parnassusweg 126 1076 AT Amsterdam, The Netherlands (the “Notary”) to prepare Transfer Deed, and include with such instructions all information and details necessary to complete a draft Transfer Deed, the Notary shall complete a draft Transfer Deed, substantially in the form attached hereto as Annex 16

which shall be finalized subject to the agreement of Philips and NavPart I. NavPart I warrants to Philips, that the balance sheet of NavPart II, a copy of which is to be attached to the Transfer Deed pursuant to Article 2(k) thereof, shall be substantially in the form of Annex 17.

6.9 Completion of the transfer of Put/Call Shares shall occur at the offices of the Notary, where (i) NavPart I and Philips shall appear within 7 days following the presentation of uniform instructions by Philips and NavPart I of all of the necessary information to complete the Transfer Deed, and (ii) after the presentation thereof to Philips and NavPart I by the Notary. At such appearance, Philips and NavPart I shall execute the Transfer Deed and Philips shall pay the Exercise Price to NavPart I. Payment of the Exercise Price shall be made in immediately available funds to the account to be specified by NavPart I.

6.10 Subject to and in accordance with the provisions of the Investor Indemnity, NavPart I hereby undertakes with Philips:

(i) that (y) the assets of NavPart II will at all times up to and including completion of the transaction referred to in Article 6.8 solely consist of the NavTech common stock transferred to NavPart II pursuant to this Agreement and that, on the basis of the cost price of such shares, the net asset value of NavPart II will not be less than such cost price less any negative reserves related to the accumulated costs of normal operating expenses, and (z) NavPart II will have no liabilities other than in relation to normal operating expenses taking into account that the sole and limited activity of NavPart II is to hold the Put/Call Shares until such time as the Put/Call Option is exercised;

(ii) that NavPart I will conduct the governance over NavPart II in accordance with the stipulation in this clause and with a view of having the balance sheet of NavPart II comply at the date for completion of the transaction referred to in Article 6.8 with the stipulations of the Transfer Deed and at no costs to NavPart II;

(iii) that NavPart I will not otherwise make any charges to NavPart II in the period referred to in the previous subparagraphs.

6.11 NavPart II hereby undertakes with Philips:

(i) to execute or procure the execution of all such documents and to do or procure the doing of all such other acts and things, as are, in the opinion of Philips, necessary or desirable to secure to the Philips the full benefit of the security created, or intended to be created, hereby or to enable the Philips fully and freely to exercise all the rights and powers conferred hereby or by law;

(ii) to ensure that the NavPart II NavTech Shares are free from any restrictions on transfer, save as provided in the Bylaws of NavTech;

(iii) to promptly give notice to the Philips of any attachment of the NavPart II NavTech Shares and of any other fact or circumstance which may adversely affect the NavPart II Pledge or any of the rights of the Philips thereunder; and

(iv) to pay all calls or other payments which may become due in respect of the NavPart II NavTech Shares or any part thereof.

6.12 NavPart II further undertakes with Philips without the prior written consent of the Philips (otherwise than for the benefit of the Philips pursuant the SPA):

(i) not to sell, transfer or otherwise dispose of the NavPart II NavTech Shares or part thereof or agree to do any such thing;

(ii) not to create or permit to subsist any Encumbrance (as defined in the NavPart II Pledge) over the NavPart II NavTech Shares or any part thereof (other than in favour of the Philips) or agree to do any such thing;

(iii) not to amend the Articles of Association of NavPart II;

(iv) not to grant any option or other third party right in relation to the NavPart II NavTech Shares (other than in favour of the Philips);

(v) not to issue any new shares of NavPart II or to redeem or retire any of NavPart II’s shares or to reduce the nominal value thereof;

(vi) not to co-operate in any consolidation of NavPart II with (bedrijfs- of aandelenfusie), or to merger of NavPart II into (juridische fusie), any other company or co-operate in any other company to merging into NavPart II or in any division (splitsing) of NavPart II or involving NavPart II in any division of another company, whether a division by acquisition, a division by the formation of new companies or otherwise;

(vii) not to declare any Dividends other than Permitted Dividend; and

(viii) not to do or cause or permit to be done anything which may adversely affect the interests of the Philips under the NavPart II Pledge or, the validity or enforceability of the NavPart II Pledge or (the value of) the NavPart II NavTech Shares.

Article 7: Tax Payment Loans to NavPart I

Philips will from time to time grant loans to NavPart I up to an aggregate maximum principal amount of US $ 15,000,000 (excluding interest accruals) to cover corporate income taxes to be paid by NavPart I solely arising out of the put/call structure adopted in Article 6 of this Agreement and under the terms set forth in Annex 18, attached hereto (“Tax Payment Loan Agreement”).

Article 8: Funding

8.1 The Parties agree that Philips will continue to fund NavTech directly, from January 1, 1999 onwards in accordance with the Loan Agreement up to a maximum of US $ 100 million.

8.2 In the event that the NavTech funding requirements in accordance with the provisions of this Article 8 are expected to exceed such maximum funding by Philips, then, within 6 months from the date of such determination, the Parties hereto will exercise best efforts and will cause NavTech to exercise best efforts to seek funding from other sources than Philips at more preferential terms than those applicable under the Loan Agreement. If such efforts have not been successful within six months, Philips will undertake to fund additionally under the terms of the Loan Agreement up to US$ 25 million. However, in no event will Philips be required to fund NavTech in excess of an all-in total of US $ 125 million from January 1, 1999 onwards. The obligation under Article 8.1 and 8.2 to fund directly by Philips is subject to there being an agreed upon business plan and budget from time to time by the Board of NavTech, there being an evidenced cash need within NavTech on the basis of such business plan and budget, and there not being an alternative source for NavTech to obtain such funds upon terms equal to or better than those offered under the Loan Agreement

8.3 Philips undertakes with NavPart I that it shall provide copies of any notice to NavTech required or permitted under the Loan Agreement to NavPart I. Philips further agrees that it shall cooperate in good faith with NavPart I to assist NavTech in curing any Default (as defined in the Loan Agreement) prior to demanding prepayment or repayment of the Term Note Loans (as defined in the Loan Agreement) or refusing to provide any additional Term Note Loans under the Loan Agreement; provided, however, that under no circumstance shall Philips

be required or obligated to lend funds or otherwise make cash advances or financial accommodations to NavTech other than the amounts set forth in Articles 8.1 and 8.2; and provided further that such obligation to cooperate in good faith shall not extend past the time when Philips could exercise its rights to prepayment, repayment or refusal under Article 8.4.

8.4 Philips further agrees with NavPart I not to exercise its right to accelerate, or demand prepayment or early repayment of the Term Note Loans or exercise its right to refuse to provide any additional Term Note Loans, without the prior consent of NavPart I, unless:

(i) a business plan and budget is due to be approved by Philips and NavPart I under the terms of Article 8.5 and under such terms no duty exists to approve such business plan and budget; or

(ii) from and after January 1, 2001 NavTech fails to perform in accordance with the business plan in effect at the time and such failure is such that it is not reasonable to expect that Philips and NavPart I will be required to approve the business plan and budget next to be drawn up in accordance with Article 8.5; it being understood that any dispute arising over this determination shall be settled by the persons designated in Article 8.5 for dispute resolutions by way of binding opinion and otherwise upon the terms set forth in Article 8.5; or

(iii) if at any given time as from January 1, 2001 under the terms of the Loan Agreement and after having given effect to Article 8.3, Philips would have the right to demand prepayment or repayment of the Term Note Loans or exercise its right to refuse to provide any additional Term Note Loans, and at that time the Enterprise Value of NavTech is less than the total of outstanding Term Note Loans (including all advances and accrued interest). Enterprise Value for this purpose shall mean, the total value of NavTech and equals the sum of (i) the value of NavTech’s debt (the amount of interest bearing debt, including accrued interest, outstanding, according to NavTech’s balance sheet) and (ii) the fair market value of NavTech’s equity and shall be established by an independent appraiser, to be appointed, upon Philips’ written notification to NavPart I that it will exercise its right hereunder. In such event the appraisal shall be made by a partner or senior employee of a reputable firm of investment bankers or comparable consultants having relevant expertise and willing to agree to decide by way of a binding opinion (bindend advies) in accordance with Articles 900 ff of book 7 BW (the “Investment Banker”). Within one week of the notification by Philips, Philips and NavPart I shall jointly

appoint the person to give the binding opinion within 6 weeks of one of these parties giving the other notice of wishing such dispute resolution. In the event Philips and NavPart I fail to appoint such person within 1 week, each of Philips and NavPart I shall be free to apply to the President of the District Court in Amsterdam to make such appointment. NavPart I and Philips covenant that they shall cause NavTech to give all necessary support and information to the Investment Banker

(iv) any of the following events occur: (i) the passing of a resolution by the board of Navigation Technologies Corporation to commence a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or other similar law or (ii) the passing of a resolution by the board of Navigation Technologies Corporation to consent to (y) the entry of a decree or order for relief in respect of Navigation Technologies Corporation in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or other similar law or (z) to the commencement of any bankruptcy or insolvency case or proceeding against Navigation Technologies Corporation or (iii) the passing of a resolution by the board of Navigation Technologies Corporation to file a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or (iv) the passing of a resolution by the board of Navigation Technologies Corporation to consent to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Navigation Technologies Corporation or any substantial part of its property, or (v) the passing of a resolution by the board of Navigation Technologies Corporation to make an assignment for the benefit of creditors or to admit to inability to pay its debts generally as they become due.

provided, however, that this Article 8.4 shall not be applicable (i) when NavPart I is in material breach of representations, warranties or covenants hereunder, and such material breach continues unremedied for 10 days after notice thereof having been given by Philips and (ii) the equity interest of NavPart I and NavPart II falls below 10% of the outstanding sharecapital of NavTech. In such case Philips shall have the unrestricted right to exercise its rights under the Loan Agreement. And, provided further that this Article 8.4 shall not prevent Philips from giving notice of its intention to cease providing Additional Term Loans pursuant to Section 2.07 of the Loan Agreement at such time that Philips will not be obligated to provide further loans to NavTech after lending the amounts set forth in Articles 8.1 and 8.2, so long as Philips continues to fund without reduction of amount as contemplated by Sections 2.07(b) and (c) of the Loan Agreement.

8.5 NavPart I and Philips agree to cooperate in good faith to agree with NavTech to develop an annual business plan and budget on a quarterly basis for each fiscal year of NavTech by September 30 of the preceding calendar year, but in any event not later than November 30 of such preceding calendar year, the first such date being November 30, 2000. Such business plan and budget shall contain the Parties’ and NavTech’s agreed upon and reasonable expectations for tangible net worth, working capital, current ratio, interest coverage ratio, consolidated income and debt/equity ratio, (and such other matters Philips, NavPart I and NavTech may agree) for the period up to and including the year 2004 based on a projected scenario of NavTech’s expected development with projected balance sheet and profit and loss account and cash flow statement on an annual basis drawn up in accordance with current practice. Such business plan and budget shall not be deemed effective unless approved by a majority of the Board of Directors of NavTech and approved by each of Philips and NavPart I.

Philips and NavPart I covenant that they are not under any duty to approve such business plan and budget, unless the projections of such business plan are reasonable and it shows an improvement of the financial performance of NavTech not later than at the end of the period covered by the Business Plan 2001-2004, resulting in a financial condition that can reasonably be regarded as allowing a full refinancing by third parties or repayment by NavTech of the Term Note Loans and all accrued but unpaid interest ultimately by the end of 2004. In the event a dispute between Philips and NavPart I arises as to whether the projections of such business plan and budget are reasonable or whether the reasonable projected results allow a full refinancing by third parties or repayment by NavTech of the Term Note Loans and all accrued but unpaid interest thereon by the end of the year 2004, such dispute shall be resolved by a partner or senior employee of a reputable firm of investment bankers or comparable consultants having relevant expertise and willing to agree to decide by way of a binding opinion (bindend advies) in accordance with Articles 900 ff of book 7 BW (the “Investment Banker”). Within one week of the reference of the dispute Philips and NavPart I shall jointly appoint the person to give the binding opinion within 6 weeks of one of these parties giving the other notice of wishing such dispute resolution. In the event Philips and NavPart I fail to appoint such person within 1 week, each of Philips and NavPart I shall be free to apply to the President of the District Court in Amsterdam to make such appointment. NavPart I and Philips covenant that they shall cause NavTech to give all necessary support and information to the Investment Banker.

8.6 NavPart I covenants with Philips that for such period as any Term Note Loan is outstanding:

(i) NavPart I and Philips shall cause NavTech to repay from time to time, to be analyzed on a quarterly basis on the basis of NavTech’s cash flow position and given the financing needs of NavTech in accordance with the business plan and budget provided for in Article 8.5 of this Agreement to Philips as soon as reasonably possible outstanding loans and accrued interest under the Loan Agreement;

(ii) Philips will be repaid under the Loan Agreement with priority over dividend distributions or other payments to shareholders of NavTech;

(iii) Philips and NavPart I, as soon as reasonably possible, shall cause the accrued interest and loans under the Loan Agreement to be re-financed in whole, or to the greatest extent possible in part, taking into account the financing requirements of the agreed upon business plan of NavTech, provided that in the case of any partial refinancing of such loans, Philips Consumer Services shall maintain its prior and senior security interest in the assets of NavTech;

(iv) Philips and NavPart I, upon an IPO of NavTech shall cause the Term Note Loans and accrued but unpaid interest outstanding under the Loan Agreement to be re-paid.

(v) Philips and NavPart I will not consent to any investment or expenditure which is not in accordance with the business plan in effect at the time of a proposal, or which could materially and negatively affect the financial position of NavTech.

(vi) Philips, NavPart I and NavPart II shall cause their members in the Board of NavTech to cooperate in securing due compliance by NavTech with the terms of Loan Agreement or the implementation of any of the terms of this Article 8;

(vii) In the event that the total interest accrued to Philips under the Loan Agreement as from January 1, 1999 exceeds US $ 100 million, Philips and NavPart I will exercise best efforts and will cause NavTech to exercise best efforts to seek funding from alternative sources at more preferential terms than those applicable under the Loan Agreement.

8.7 Nothing herein shall be construed as a limitation on the amount of interest accruing to Philips under the Loan Agreement. Early repayment of the Term Note Loans under the Loan Agreement other than as a consequence of material breach by NavTech, will not give rise to any redemption fee entitlement by Philips.

8.8 NavPart I and Philips agree that, if under the terms of the Loan Agreement Philips, but for the operation of Article 8.4, would have the right to demand prepayment or repayment of the Term Note Loans or exercise its right to refuse

to provide any additional Term Note Loans hereof, for a reason that has (i) any material adverse effect on the legality, validity, binding effect or enforceability of any Credit Document (as defined in the Loan Agreement), or (ii) any adverse effect on the perfection (to the extent required under the Security Agreement (as defined in the Loan Agreement) or priority of Philips’ Liens (as defined in the Loan Agreement) upon the Collateral (as defined in the Loan Agreement), NavPart I and Philips shall (in addition to their duties under Articles 8.3 and 8.6 hereof and should the implementation of those duties not take away such effect) enter into good faith negotiations for the purpose of protecting Philips’s interests as lender and agree alternative solutions to take away such effect.

8.9 Subject to NavPart I (and for so long as the Put Option or the Call Option shall not have been exercised, NavPart II) not being in default under this Agreement in any material respect, Philips shall not exercise its rights to be indemnified by NavTech under Article 4.04 of the Loan Agreement and (ii) shall not exercise its right to any adjustment on account of withholding or deduction of Taxes (as defined in the Loan Agreement) to the extent that such adjustment relates to the issue of Warrants. Article 8.9 shall not apply to the extent that Philips reimburses on a dollar-for-dollar basis the loss of Net Asset Value of NavPart I caused by any such payment by NavTech.

Article 9: Escrow Agreement

9.1 Philips shall cause Philips Consumer Services to deposit with the Escrow Agent the NavPart I Escrow Shares and the NavPart II NavTech Shares (collectively, the “Escrow Shares”) subject to the terms of Article 3.4 of this Agreement.

9.2 The Navpart I Escrow Shares shall be transferred by the Escrow Agent to NavPart I in accordance with the terms of the Escrow Agreement. The Navpart II Escrow Shares shall be released in accordance with the terms of the Escrow Agreement but transferred to NavPart II only if permitted under the terms of the Escrow Agreement.

9.3 Philips will have the duty to maintain accurate records pertaining to the Loan Agreement, the loans it has extended, and the corresponding number of Escrow Shares to be released to NavPart I and NavPart II pursuant to the Escrow Agreement, and in addition, to share such records with the Escrow Agent and Buyer. To the extent it is able to do so, Philips irrevocably authorizes NavPart I and NavPart II to gain access to and receive information from the administration of NavTech or to ask the Auditors of NavTech to certify the correctness of any information received by NavPart I or NavPart II in respect to the numbers of warrants outstanding.

Article 10: Confidentiality

No Party shall disclose any information regarding the contemplated transaction, including the negotiations relating thereto, except as may be required by applicable law rule or regulation, or by the rules of a stock exchange or other self regulating organization whose rules apply to such party and except as provided in 12.6 below, or as Philips and NavPart I may otherwise agree. This document as well as other documents exchanged between the Parties, remains subject to the terms of the Confidentiality Agreement between Philips, ON, and ABN-AMRO, dated July 10, 1998, annexed hereto as Exhibit 8. Notwithstanding the foregoing, the Investors are free to place a tombstone of normal content but not disclosing specific information about the current transaction, subject to approval by Philips, which approval shall not be unreasonably witheld.

Article 11: Notices

11.1 Any notice or demand to be served under this Agreement shall be in writing and may be sent by telefax, by courier, or by registered mail, and shall be deemed to have been received upon delivery when sent by courier or by registered mail. When sent by telefax, delivery shall be deemed to have occurred upon completion of communication.

11.2 For any matters pertaining to this Agreement, notice shall be sent as follows:

(i) if to Buyer:

NAVPART I B.V.

Attn. Mr. D.J. van Ommeren

c/o “Oranje-Nassau Participaties B.V.”

Atlas Kantorencomplex, Hoogoorddreef 7

1101 BA Amsterdam-Zuidoost

Telefax: (3120) 567-7170

with copy to:

(a) ORANJE-NASSAU PARTICIPATIES B.V.

Attn. Mr. D.J. van Ommeren and Mr. C.M. de Wit

Atlas Kantorencomplex, Hoogoorddreef 7

1101 BA Amsterdam-Zuidoost

Telefax: (3120) 567-7170

(b) ABN-AMRO PARTICIPATIES B.V.

Attn. Mr. L.P.A. Bergstein and Mr. M.G.F. Franssen

Foppingadreef 22

Postbus 283, 1000 EA Amsterdam

Telefax: (3120) 628-7822

(ii) if to Seller:

KONINKLIJKE PHILIPS ELECTRONICS N.V.

Attn. Mr. Eric P. Coutinho

Rembrandt Tower, Amstelplein 1

1096 HA Amsterdam

Telefax: (3120) 597-7230

with copy to:

PHILIPS INTERNATIONAL B.V.

Corporate Legal Department, Building VO-1

Attn. Mr. G.P.M. van Brussel

Groenewoudseweg 1

Postbus 218, 5600 MP Eindhoven

Telefax: (3140) 278-6488

Article 12: Miscellaneous

12.1 It is the intent of the Parties that NavTech will prepare for an IPO of NavTech not later than 2002.

12.2 The Parties hereby renounce and surrender any rights to rescind this Agreement after Closing.

12.3 Any arrangements existing from time to time between the shareholders of NavPart I will be disclosed to Philips.

12.4 NavPart I shall as part of the Closing pledge the issued and outstanding share capital of NavPart II to Philips under the terms of a pledge agreement in the form of Annex 7. NavPart II hereby pledges to Philips the NavPart II NavTech Shares and (conditional upon such shares being allocated to NavPart II under the Escrow Agreement) the NavPart II Escrow Shares under the terms of a pledge agreement in the form of Annex 8. Such pledges shall secure the Secured Liabilities as defined in such pledge agreements. The pledges will end upon the implementation of Article 6 hereof in accordance with its terms and in accordance with the terms of the Transfer Deed and, in the case of the pledge of NavPart II NavTech Shares, the repayment of all sums due under the Tax Payment Loan Agreement.

12.5 All obligations of Philips hereunder are those of Philips, except to the extent that they can only be performed by Philips Consumer Services, the obligations of which are guaranteed by Philips. Philips will participate in NavTech through its affiliated company Philips Consumer Services or any other group company of Philips, provided such group company becomes a party to this Agreement and the obligations of such group company are guaranteed by Philips.

12.6 Upon consummation of this Agreement, NavTech will no longer be a Philips Group company, and will consequently lose any rights it may have to Philips’ shared technology (including rights under cross license arrangements to which Philips is a party), shared purchasing, and insurance, if any. Any ongoing relationships between Philips and NavTech will (continue to) be on an arm’s lengths basis.

12.7 The Parties will agree to use best efforts to maintain the NavTech Board at 7 members unless agreed otherwise. Philips agrees that, for as long as NavPart I and NavPart II collectively own at least 10 % of the NavTech outstanding common stock, Philips will cause its shares to be voted in favor of two Board Members selected by NavPart I to the NavTech Board, and NavPart I agrees that for as long as Philips owns at least 25% of NavTech outstanding common stock, NavPart I will cause such shares and cause those of NavPart II to be voted in favor of three Board Members selected by Philips to the NavTech Board.

12.8 Except for Philips’ funding obligation as set forth in Articles 7, 8, and 9, Philips will not have any further funding obligation. In case additional funding is required, Philips and NavPart I will jointly discuss how to provide additional funding for NavTech. It is not expected that any dividend distributions will occur prior to an IPO.

Article 13: Waivers

There shall be no waiver of any term, provision or condition of this Agreement unless such waiver is evidenced in writing duly signed by the waiving party. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision hereof. Failure of any Party hereto at any time or times to exercise any right under or to require performance of any provision of all of this Agreement shall not affect its right to exercise such right or to enforce such provision at a later time.

Article 14: Changes

14.1 Changes to this Agreement can only be validly made and shall come into force solely when agreed upon and when duly signed by all Parties hereto.

14.2 In the event that any of the provisions contained in this Agreement shall be deemed invalid or unenforceable, the remaining provisions shall be construed as if such invalid or unenforceable provision were not contained herein; and such invalid or unenforceable provision shall then be deemed to have been replaced by a provision which as closely meets the intention of the Parties at the time of inserting the original provision.

Article 15: Schedules, Annexes and Exhibits

The Annexes and Exhibits to the Agreement are part of this Agreement. Any reference to this Agreement includes reference to the Annexes and Exhibits and any document executed pursuant hereto.

Article 16: Entire Agreement / Merger

16.1 This Agreement and the other documents directly or indirectly referenced herein constitute the “definitive documentation” referred to in Article 1.1 of the HOA, and as such provide the operative conditions of the purchase-sale and corollary transactions described herein. The HOA hereby ceases to have any legal effect, except for the obligations of the Investors under Article 11.2 of the HOA, which the Investors will guarantee severally.

16.2 This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein and supercedes all previous written or oral negotiations. This Agreement is not intended to and shall not be construed to confer upon anyone other than the Parties hereto, and their successors and permitted assignees, any rights or remedies hereunder.

Article 17: Governing Law and Competent Court

17.1 The Parties agree that this Purchase-Sale Agreement shall be governed by the laws of the Netherlands.

17.2 The Courts of the city of Amsterdam shall have sole jurisdiction in case a dispute arises which cannot be resolved amicably.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement intending it to be legally binding between them in two original counterparts in Amsterdam on the date first written above.

KONINKLIJKE PHILIPS ELECTRONICS N.V.

/s/ Eric P. Coutinho
by: Eric P. Coutinho


NAVPART I B.V.

/s/ D.J. van Ommeren
by: D.J. van Ommeren


NAVPART II B.V.

/s/ D.J. van Ommeren
by: D.J. van Ommeren

Philips Consumer Services undertakes to cooperate in performing the acts and carrying out the obligations pertaining to it as set forth in this Agreement.

PHILIPS CONSUMER ELECTRONIC SERVICES B.V.

/s/ Eric P. Coutinho
by: Eric P. Coutinho

EX-2 3 a04-9156_1ex2.htm EX-2

Exhibit 2

CONFORMED COPY

REGISTRATION RIGHTS AGREEMENT

by and between

NAVIGATION TECHNOLOGIES CORPORATION

and

PHILIPS CONSUMER ELECTRONIC SERVICES B.V.

made as of

March 29, 2001

Table of Contents

SECTION 1	DEFINITIONS

SECTION 2	DEMAND REGISTRATION RIGHTS

2.1 Notice and Registration
2.2 Limitations on Demand Registration Rights. (a) Philips’ demand registration rights pursuant to Section 2.1 may be exercised by Philips only on five occasions. A request by Philips that the Company use all commercially reasonable efforts to effect a registration shall not be considered a Request if the Registration Statement relating thereto does not become effective.
2.3 Registration Expenses

SECTION 3	PIGGY-BACK REGISTRATION

3.1 Notice and Registration
3.2 Registration Expenses

SECTION 4	REGISTRATION PROCEDURES

4.1 Registration and Qualification
4.2 Underwriting
4.3 Qualification for Rule 144 Sales

SECTION 5	PREPARATION; REASONABLE INVESTIGATION

5.1 Preparation; Reasonable Investigation

SECTION 6	INDEMNIFICATION AND CONTRIBUTION

6.1 Indemnification and Contribution

SECTION 7	MISCELLANEOUS

7.1 Limitations on Subsequent Registration Rights
7.2 Transfer of Registration Rights
7.3 Termination of the Company’s Obligations
7.4 [intentionally omitted]
7.5 GOVERNING LAW
7.6 Successors and Assigns
7.7 Entire Agreement

7.8 Notices, etc
7.9 Delays or Omissions
7.10 Severability
7.11 Specific Performance
7.12 Titles and Subtitles
7.13 Gender
7.14 Counterparts

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is made as of March 29, 2001, by and between NAVIGATION TECHNOLOGIES CORPORATION, a corporation organized under the laws of Delaware (the “Company”) and PHILIPS CONSUMER ELECTRONIC SERVICES B.V., a corporation organized under the laws of The Netherlands (“Philips”).

WHEREAS, on the date hereof, Philips and the Company have entered into a certain stock purchase agreement (the “Stock Purchase Agreement”);

WHEREAS, as a result of the transactions contemplated in the Stock Purchase Agreement as well as other transactions consummated in the past between Philips or its Affiliates and the Company, Philips will be the record or beneficial holder of a majority of the Registrable Securities defined herein; and

WHEREAS, in connection therewith, the Company has agreed to grant to Philips the registration rights set forth below;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SECTION 1
DEFINITIONS

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Stock Purchase Agreement. As used in this Agreement, the following defined terms shall have the following meanings:

“Agreement” means this Registration Rights Agreement, as amended, supplemented or otherwise modified from time to time.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Company’s common stock, par value $.001 per share.

“Company” has the meaning set forth in the preamble and also includes the Company’s successors and permitted assigns.

“Initial Public Offering” means a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale to the public of Common Stock for the account of the Company or shareholders of the Company or both having an aggregate offering price to the public of not less than $40,000,000 or, if such aggregate offering price is less, in which the aggregate number of shares of common stock sold in the offering equal at least twenty percent (20%) of the total number shares of

Common Stock and Preferred Stock outstanding (exclusive of treasury shares) immediately after the closing of such offering.

“Other Securities” has the meaning set forth in Section 3.1.

“Person” means an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Philips” has the meaning set forth in the preamble and also includes Philips’ Affiliates (other than the Company and its Affiliates), its successors and permitted assigns.

“Preferred Stock” means the Company’s preferred stock, par value $.001 per share.

“Prospectus” means the prospectus included in the Registration Statement, including any preliminary prospectus, and any such prospectus as supplemented by any prospectus supplement with respect to the terms of the offering of any of the Registrable Securities, and by all other amendments and supplements to such prospectus, and in each case including all documents incorporated by reference therein.

“register”, “registered”, and “registration” refer to a registration of Registrable Securities effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement.

“Registrable Securities” means any not previously registered Common Stock outstanding and Common Stock issuable upon the exercise, conversion or exercise and subsequent conversion of outstanding Preferred Stock, preferred securities, options, warrants, debentures or any other convertible security, including any securities initially issued in bearer form and constituting the unsold allotment of a distributor (within the meaning of Regulation S under the Securities Act) of such securities and later exchanged for securities in registered form; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security.

“Registration Expenses” means all expenses incident to the registration of Registrable Securities under this Agreement, including, without limitation, all registration, filing and National Association of Securities Dealers, Inc.; all fees and expenses of complying with state securities or blue sky laws; all word processing, duplicating and printing expenses; messenger and delivery expenses; the fees and disbursements of counsel for the Company and its independent public accountants, including the expenses of any special audits or “comfort” letters required by or incident to such registration, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of Registrable Securities being registered, any fees and disbursements of underwriters, and any other registration expenses incident to the registration of Registrable Securities, but excluding Selling Expenses.

“Registration Statement” means a registration statement filed under the Securities Act providing for the registration of, and the sale by the holders of, any Registrable Securities, filed by the Company pursuant to the provisions of Section 2 or 3 of this Agreement, including any amendments and supplements to such Registration Statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such Registration Statement.

“Restricted Security” means any security or share of Common Stock, including securities or shares of Common Stock issuable upon conversion thereof, except any such security or share of Common Stock which (i) has been effectively registered under the Securities Act and sold in a manner contemplated by the Registration Statement, (ii) has been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any successor provision thereto), or (iii) has been sold in compliance with Regulation S under the Securities Act (or any successor thereto) and does not constitute the unsold allotment of a distributor within the meaning of Regulation S under the Securities Act.

“Selling Expenses” shall mean all underwriting discounts, selling commissions and transfer taxes, if any, applicable to the sale of Registrable Securities by Philips, and all fees and disbursements of counsel for Philips.

“Stock Purchase Agreement” has the meaning set forth in the Recitals.

“Suspension Event” has the meaning set forth in Section 2.2(c).

“underwriter” means any underwriter of Registrable Securities in connection with an offering thereof under a Registration Statement.

SECTION 2
DEMAND REGISTRATION RIGHTS

2.1 Notice and Registration. Upon written notice from Philips provided at any time after the earlier of the Company’s Initial Public Offering or October 1, 2002, requesting that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by Philips, which notice shall specify the intended method or methods of disposition of such Registrable Securities (each such notice, a “Request”), the Company shall use all commercially reasonable efforts to effect (at the earliest possible date) the registration, under the Securities Act, of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Request, provided that if the Company shall have previously effected a registration with respect to Philips’ Registrable Securities pursuant to Section 2 or 3 hereof, the Company shall not be required to effect a registration for Philips’ Registrable Securities pursuant to this Section 2 until a period of six months shall have elapsed from the effective date of the most recent such previous registration. No registration of Registrable Securities under this Section 2 shall relieve the Company of its obligation (if any) to effect registrations of Registrable Securities pursuant to Section 3.

3 2.2 Limitations on Demand Registration Rights. (a) Philips’ demand registration rights pursuant to Section 2.1 may be exercised by Philips only on five occasions. A request by Philips that the Company use all commercially reasonable efforts to effect a registration shall not be considered a Request if the Registration Statement relating thereto does not become effective.

(b) Each Request shall be with respect to a minimum of 25,000,000 shares of Common Stock (it being understood and agreed that such number shall be adjusted from time to time so that it shall represent no less than 5% (five percent) of the outstanding shares of Common Stock of the Company at any time, taking into consideration the occurrence of any stock splits, combinations, distributions of stock dividends, issuances of rights or warrants, distributions of indebtedness, securities or assets or any other changes that may alter the current capitalization of the Company after the date hereof) or shall have a proposed public offering price of at least $50,000,000.

(c) If, while a Request is pending pursuant to this Section 2, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a Registration Statement or the declaration of effectiveness (A) would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger, reorganization or other comparable transaction involving the Company, or (B) would otherwise adversely affect a public offering of shares of Common Stock or other equity securities of the Company for the account of the Company (provided that the Board of Directors of the Company has previously authorized the Company to proceed with such an offering and the Company is using its best efforts to promptly complete such public offering)(such circumstances being hereinafter referred to as a “Suspension Event”), the Company shall deliver a certificate to such effect signed by its President or any Vice President to Philips and Philips shall have the right (but not the obligation) to withdraw such Request. Whether Philips withdraws such Request or not, the Company shall not be required to effect a registration pursuant to this Section 2 until (i) with respect to the Suspension Event described in clause (A) above, the earlier of the date upon which such material information is disclosed to the public or ceases to be material or 120 days after the Company makes such good faith determination, or (ii) with respect to the Suspension Event described in clause (B) above, 120 days after the Company makes such good faith determination; provided, however, that in no event shall Suspension Events be permitted to take effect more than once in any 12-month period.

2.3 Registration Expenses. The Company shall pay all (and will promptly reimburse to Philips to the extent it has borne any) all Registration Expenses with respect to any registration of Registrable Securities pursuant to this Section 2, regardless of whether the Registration Statement filed in connection with such registration becomes effective. Philips shall pay all Selling Expenses applicable to the sale of Registrable Securities by Philips.

4

SECTION 3
PIGGY-BACK REGISTRATION

3.1 Notice and Registration. If the Company proposes to register any shares of Common Stock or other securities issued by it having terms substantially similar to Registrable Securities (“Other Securities”) for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person) on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice to Philips of its intention to do so, which notice Philips shall keep confidential, and upon the written request of Philips delivered to the Company within fifteen (15) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by Philips and the intended method of disposition thereof) the Company will use its commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Philips, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Registrable Securities so to be registered, provided that:

(a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to Philips and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2), without prejudice, however, to the rights (if any) of Philips immediately to request that such registration be effected as a registration under Section 2;

(b) the Company will not be required to effect any registration of Registrable Securities requested to be registered pursuant to this Section 3 if the Company shall have been advised in writing (with a copy to Philips) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, the registration of such Registrable Securities at that time would adversely affect the Company’s own scheduled offering, provided, however, that if an offering of some but not all of the shares requested to be registered pursuant to this Section 3 would not adversely affect the Company’s offering, the aggregate number of shares requested to be included in such offering by Philips shall be reduced accordingly; and

(c) the Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to

5 such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act.

No registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligation (if any) to effect registrations of Registrable Securities pursuant to Section 2.

3.2 Registration Expenses. The Company shall pay all (and will promptly reimburse to Philips to the extent it has borne any) all Registration Expenses with respect to any registration of Registrable Securities pursuant to this Section 3, regardless of whether the Registration Statement filed in connection with such registration becomes effective. Philips shall pay all Selling Expenses applicable to the sale of Registrable Securities by Philips.

SECTION 4
REGISTRATION PROCEDURES

4.1 Registration and Qualification. If and whenever the Company is required to use all commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3, the Company will as promptly as is practicable:

(a) prepare, file and use all commercially reasonable efforts to cause to become effective a Registration Statement under the Securities Act regarding the Registrable Securities to be offered;

(b) prepare and file with the Commission such amendments and supplements to such Registration Statement and Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by Philips set forth in such Registration Statement or the expiration of 180 days after such Registration Statement becomes effective;

(c) furnish to Philips and to any underwriter of such Registrable Securities such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as Philips or such underwriter may reasonably request;

(d) use its commercially reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under such other securities

6 or blue sky laws of such jurisdictions as Philips or any underwriter of such Registrable Securities shall reasonably request, and do any and all other acts and things which may be reasonably requested by Philips or any underwriter to consummate the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process;

(e) use all commercially reasonable efforts to list the Registrable Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;

(f) (i) furnish to Philips an opinion of counsel for the Company, addressed to it, dated the date of the closing under the underwriting agreement, and (ii) use its commercially reasonable efforts to furnish to Philips, addressed to it, a “comfort letter” signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, each such document covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as Philips may reasonably request;

(g) immediately notify Philips at any time when a Prospectus relating to a registration pursuant to Section 2 or 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at the request of Philips prepare and furnish to Philips as many copies of a supplement to or an amendment of such Prospectus as Philips reasonably request so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(h) immediately notify Philips of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement filed pursuant to Section 2 or 3 hereof or the initiation of any proceedings for that purpose and take every reasonable effort to obtain the withdrawal of any such stop order.

7

The Company may require Philips to furnish the Company such information regarding Philips and the proposed method of distribution of their respective Registrable Securities as the Company may from time to time reasonably request in writing or as shall be required by law or by the Commission in connection with any registration, and Philips shall promptly notify the Company of the distribution of such securities.

4.2 Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested hereunder, the Company will enter into and perform its obligations under an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 6 hereof and the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 4.1(f). Philips shall, if requested by such underwriters, be party to any such underwriting agreement. Notwithstanding the foregoing, Philips may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such Registrable Securities in connection with such registration.

(b) In the event that any registration pursuant to Section 3 hereof shall involve, in whole or in part, an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the Other Securities being sold through underwriters under such registration. In such case, the holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such agreement shall contain such representations and warranties and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 6.

(c) In the event that any registration pursuant to Section 2 hereof shall involve, in whole or in part, an underwritten offering, Philips shall have the right to select the underwriters for such underwritten offering, which underwriters shall be subject to approval by the Company, which approval shall not be unreasonably withheld or delayed. The underwriting agreement shall contain such representations and warranties and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 6.

4.3 Qualification for Rule 144 Sales. The Company will use commercially reasonable efforts to take all actions necessary to comply with the filing requirements described in Rule 144(c) (1) so as to enable Philips to sell Registrable Securities without registration under the Securities Act and, upon the written request of Philips, the Company will promptly deliver to Philips a written statement as to whether it has complied with such filing requirements. In

8 connection with any sale, transfer or other disposition by Philips of any Registrable Securities pursuant to Rule 144 under the Securities Act, upon delivery to the Company of an opinion of Sullivan & Cromwell or of other legal counsel that (to the Company’s reasonable satisfaction) is knowledgeable in securities laws matters to the effect that such disposition of Registrable Securities may be effected without registration under the Securities Act, the Company shall cooperate with Philips to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Philips may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities hereunder.

SECTION 5
PREPARATION; REASONABLE INVESTIGATION

5.1 Preparation; Reasonable Investigation. In connection with the preparation and filing of each Registration Statement registering Philips’ Registrable Securities under the Securities Act, the Company will give Philips and the underwriters, if any, and their respective counsel and accountants, drafts of such Registration Statement for their review and comment prior to filing and such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of Philips and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, subject in all cases to mutually acceptable confidentiality arrangements.

SECTION 6
INDEMNIFICATION AND CONTRIBUTION

6.1 Indemnification and Contribution. Upon the registration of the Registrable Securities pursuant to Section 2 or 3 hereof:

(a) Indemnification by the Company. The Company shall indemnify and hold harmless Philips and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls Philips or such underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are to be registered under the Securities Act, or any Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the

9 omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein.

(b) Indemnification by Philips. Philips agrees, upon exercise of its registration rights pursuant to Section 2 or 3, to (i) indemnify and hold harmless the Company, its directors, officers who sign any Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Philips expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any

10 other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) Contribution. If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent such fees or expenses were incurred prior to an indemnifying party’s election to assume the defense of such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) Notwithstanding any other provision of this Section 6, in no event will Philips be required to undertake liability to any Person under this Section 6 for any amounts in excess of the dollar amount of the proceeds to be received by Philips from the sale of Philips’ Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are to be registered under the Securities Act.

(f) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6 shall be in addition to any

11 liability which such Indemnified Person may otherwise have to the Company. The remedies provided in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity.

SECTION 7
MISCELLANEOUS

7.1 Limitations on Subsequent Registration Rights. The Company shall not, without the consent of Philips, enter into any agreement (other than this Agreement) with any securityholder or prospective securityholder of Registrable Securities which would either (i) be inconsistent with the rights granted to Philips hereunder or (ii) allow at any time such securityholder or prospective securityholder to exercise registration rights of any kind with respect to any Registrable Securities held by it before Philips was allowed or able to register those of Philips’ Registrable Securities with respect to which Philips shall have made a Request prior to the time of such other securityholder’s or prospective securityholder’s request for registration; provided, however, that (x) a Request withdrawn by Philips shall not be considered a “Request” for purposes of this clause (ii) and (y) this clause (ii) shall not limit the ability of the Company to enter into an agreement which would allow such securityholder or prospective securityholder to exercise registration rights at any time when Philips otherwise does not have an unfulfilled Request outstanding.

7.2 Transfer of Registration Rights. Until the Company’s Initial Public Offering, the right to cause the Company to register securities granted by the Company under Sections 2 and 3 may be assigned by Philips to (i) one or more of its Affiliates, or (ii) a transferee or assignee of not less than 25,000,000 shares of Common Stock (it being understood and agreed that such number shall be adjusted from time to time so that it shall represent no less than 5% (five percent) of the outstanding shares of Common Stock of the Company at any time, taking into consideration the occurrence of any stock splits, combinations, distributions of stock dividends, issuances of rights or warrants, distributions of indebtedness, securities or assets or any other changes that may alter the current capitalization of the Company after the date hereof); provided that the Company is given written notice by Philips at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee, identifying the securities with respect to which such registration rights are being assigned and providing the written agreement of said transferee to be bound by the terms of this Agreement.

7.3 Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2 or 3 with respect to any Request or Requests made by Philips after the earlier of (a) five years after the Company’s Initial Public Offering or (b) the date at which Philips is able to sell all Registrable Securities held by it within a one hundred eighty day period in accordance with Rule 144 of the Commission.

7.4 [intentionally omitted]

7.5 GOVERNING LAW. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN

12 ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT NOT INCLUDING THE CHOICE OF LAW RULES THEREOF.

7.6 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

7.7 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof, and this Agreement shall supersede and cancel all prior agreements between the parties hereto with regard to the subject matter hereof, and in particular, but without limiting the generality of the foregoing, it shall supersede the entire registration rights, preemptive rights, rights of first refusal or any and all similar rights held by Philips prior to the execution of this Agreement.

7.8 Notices, etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by first class mail, postage prepaid, certified or registered mail, return receipt requested, addressed:

If to Philips, at:

Philips Consumer Electronic Services B.V.
c/o Philips Electronics North America Corp.
1251 Avenue of the Americas
New York, NY 10020
Telecopy: (212) 536-0589
Attention: General Counsel

If to the Company, at:

10400 W. Higgins Road, Suite 400
Rosemont, IL 60018
Telecopy: (847) 699-8057
Attention: General Counsel

or at such other address as either party shall have furnished to the other in writing. All such notices and other written communications shall be effective (i) if mailed, seven (7) days after mailing, (ii) if delivered, upon delivery, or (iii) if faxed, within one business day after transmission.

7.9 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to either party hereto upon any breach or default of the other party under this Agreement shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach

13 or default under this Agreement or any waiver on the part of any party hereto of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

7.10 Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. The parties hereto agree to replace any such provision with a valid provision that reflects as closely as possible the intent and spirit of the invalid provision.

7.11 Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

7.12 Titles and Subtitles. The titles of the Sections, sections and paragraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.13 Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, whether singular or plural, as the context may require.

7.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

14

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

NAVIGATION TECHNOLOGIES CORPORATION
a Delaware Corporation

By:	/s/ Judson Green
	Name:	Judson Green
	Title:	President and Chief Executive Officer


PHILIPS CONSUMER ELECTRONIC SERVICES B.V.

By:	/s/ Belinda W. Chew
	Name:	Belinda W. Chew
	Title:	Attorney-in-fact

EX-3 4 a04-9156_1ex3.htm EX-3

Exhibit 3

EXECUTION COPY

NAVTEQ CORPORATION

(a Delaware corporation)

40,000,000 Shares of Common Stock

PURCHASE AGREEMENT

Dated: August 5, 2004

NAVTEQ CORPORATION

(a Delaware corporation)

40,000,000 Shares of Common Stock

(Par Value $.001 Per Share)

PURCHASE AGREEMENT

August 5, 2004

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

4 World Financial Center
New York, New York 10080

CREDIT SUISSE FIRST BOSTON LLC

11 Madison Avenue

New York, New York 10010

as Representatives of the several Underwriters

Ladies and Gentlemen:

NAVTEQ Corporation, a Delaware corporation (the “Company”), and Philips Consumer Electronic Services B.V., a Netherlands corporation (“Philips”), and NavPart I B.V., a Netherlands private company with limited liability, with its corporate seat in Amsterdam, The Netherlands (“NavPart” and, together with Philips, the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Credit Suisse First Boston LLC (“CSFB”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and CSFB are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Shareholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 6,000,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid

40,000,000 shares of Common Stock set forth on Schedules A and B hereto (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 6,000,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities”.

The Company and the Selling Shareholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this agreement (this “Agreement”) has been executed and delivered.

The Company, the Selling Shareholders and the Underwriters agree that up to 2,000,000 shares of the Securities to be purchased by the Underwriters (the “Reserved Securities”) shall be reserved for sale by the Underwriters to certain eligible employees and persons having business relationships with the Company (the “Invitees”), as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-114637), including the related preliminary prospectus or prospectuses, covering the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:

(i) Compliance with Registration Requirements. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the

Commission, and any request on the part of the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, any preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of Reserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Independent Accountants. KPMG LLP, the accountants who certified the financial statements and supporting schedules included in the Registration Statement, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.

(iii) Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus under the captions “Prospectus Summary – Summary Consolidated Financial Data,” “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly the information shown therein and have been

compiled on a basis consistent with that of the audited financial statements included in the Registration Statement.

(iv) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, other than the special cash dividend that was paid to the holders of shares of the Common Stock on June 18, 2004, as described in the Prospectus.

(v) Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(vi) Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or membership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement

(vii) Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities, options or warrants referred to in the Prospectus and provided that such table reflects the 1-for-14 reverse stock split that will be effected prior to the completion of the offering contemplated by this Agreement). The shares of issued and outstanding capital stock, including the Securities to be purchased by the Underwriters from the Selling Shareholders, have been duly

authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock, including the Securities to be purchased by the Underwriters from the Selling Shareholders, was issued in violation of the preemptive or other similar rights of any securityholder of the Company.

(viii) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(ix) Description of Securities. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder.

(x) Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the amendment to the Company’s certificate of incorporation and reverse stock split effected pursuant thereto (collectively, the “Charter Amendment”)) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the charter or by-laws of the Company or any subsidiary or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except, in the case of clause (B), for such violations that would not adversely effect or impact the Company or any subsidiary in any material respect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

(xi) Absence of Labor Dispute. No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent which would result in a Material Adverse Effect.

(xii) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might result in a Material Adverse Effect, or which might materially and adversely affect the properties or assets thereof or the consummation of the

transactions contemplated in this Agreement, including the Charter Amendment or the performance by the Company of its obligations hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.

(xiii) Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits thereto which have not been so described and filed (including exhibits which have been incorporated by reference) as required.

(xiv) Possession of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xv) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, including the Charter Amendment, except (i) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

(xvi) Absence of Manipulation. Neither the Company nor any controlled affiliate of the Company has taken, nor will the Company or any such affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xvii) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse

Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xviii) Title to Property. Neither the Company nor any of its subsidiaries owns any real property and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(xix) Investment Company Act. The Company is not required, and upon the sale of the Securities as herein contemplated will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(xx) Environmental Laws. Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxi) Registration Rights. Except for the registration rights of Philips specifically described in the Prospectus, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act.

(xxii) New York Stock Exchange Listing. The Common Stock (including the Securities) have been approved for listing subject to notice of issuance on the New York Stock Exchange.

(xxiii) Reserved Securities. The Company has not offered, or caused the Underwriters to offer, any Reserved Securities with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

(xxiv) Accounting Controls; Compliance with the Sarbanes-Oxley Act. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b) Representations, Warranties and Agreements by the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

(i) Accurate Disclosure. The Registration Statement, when effective, did not contain and any post-effective amendments thereto will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus does not contain, and any amendments or supplements thereto (including any prospectus wrapper), will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 1(b) are limited to statements or omissions made in reliance upon and in conformity with information furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto (the “Shareholder Information”). Such Selling Shareholder has not determined to sell the Securities to be sold by it hereunder on the basis of any information concerning the Company or any subsidiary of the Company which is not set forth in the Prospectus.

(ii) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.

(iii) Noncontravention. The execution and delivery of this Agreement and the sale and delivery of the Securities to be sold by such Selling Shareholder to the Underwriters and the consummation by such Selling Shareholder of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Shareholder or any property or assets of such Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder may be bound, or to which any of the property or assets of such Selling Shareholder is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a material adverse effect on such Selling Shareholder), nor will such action result in (A) any violation of the provisions of the

articles of association or other organizational instrument of such Selling Shareholder, if applicable, or (B) any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Shareholder or any of its properties (except, in the case of clause (B), for such violations that would not adversely effect or impact such Selling Shareholder in any material respect).

(iv) Certificates Suitable for Transfer. The Securities to be sold by such Selling Shareholder pursuant to this Agreement are certificated securities in registered form and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “UCC”).

(v) Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

(vi) Delivery of Securities. Upon the Underwriters’ acquiring possession of the Securities to be sold by such Selling Shareholder and paying the purchase price therefor pursuant to this Agreement, the Underwriters (assuming that no such Underwriter has notice of any “adverse claim”, within the meaning of Section 8-105 of the UCC, to such Securities) will acquire their respective interests in such Securities (including, without limitation, all rights that such Selling Shareholder had or has the power to transfer in such Securities) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC.

(vii) Delivery of Securities. Upon payment of the purchase price for the Securities to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim”, within the meaning of Section 8-105 of the UCC to such Securities), (A) DTC shall be a “protected purchaser”, within the meaning of Section 8-303 of the UCC, of such Securities and will acquire its interest in the Securities (including, without limitation, all rights that such Selling Shareholder had or has the power to transfer in such Securities) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation”, within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

(viii) Absence of Manipulation. Such Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(ix) Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by such Selling Shareholder of its obligations hereunder or in connection with the sale and delivery of the Securities to the Underwriters hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or the laws and regulations of jurisdictions outside the United States and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities are offered.

(x) Restriction on Sale of Securities. During a period of 180 days from the date of this Agreement, such Selling Shareholder will not (and NavPart will cause NavPart II B.V. not to), without the prior written consent of the Representatives, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the foregoing (collectively, the “Lock-up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder and, notwithstanding the foregoing sentence, such Selling Shareholder (including NavPart II B.V.) may offer, sell, contract to sell, purchase, contract to purchase, transfer or otherwise dispose of the Lock-Up Securities without the prior written consent of Merrill Lynch and CSFB, in each case in its capacity as Representative, (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value or (iii) in connection with the exercise of the Call Option or the Put Option pursuant to Section 6.2 of the Stock Purchase Agreement, dated as of March 18, 1999, by and among Koninklijke Philips Electronics N.V., NavPart I B.V. and NavPart II B.V. (the “SPA”) (as each such term in this clause (iii) is defined in the SPA).

(xi) No Association with NASD. The information contained in the questionnaire furnished by such Selling Shareholder to the Company and the Underwriters, insofar as it relates to whether such Selling Shareholder, or any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or is a person associated with (within the meaning of Article I (dd) of the By-laws of the National Association of Securities Dealers, Inc.), any member firm of the National Association of Securities Dealers, Inc., is true and complete in all material respects.

(c) Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a

representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of a Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder to the Underwriters as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule C, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

(b) Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 6,000,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Sidley Austin Brown & Wood LLP, or at such other place as shall be agreed upon by the Representatives and the Selling Shareholders, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the

Representatives and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the Company and the Selling Shareholders.

Payment shall be made to the Selling Shareholders by wire transfer of immediately available funds to the respective accounts of each Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch and CSFB, individually, but not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

SECTION 3. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(f) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for so long as required for distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(g) Rule 158. The Company will timely file such reports pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(h) Listing. The Company will use its best efforts to effect the listing of the Common Stock (including the Securities) on the New York Stock Exchange.

(i) Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) waive or fail to enforce any “lock-up” obligations or restrictions that are binding upon any holder of shares of Common Stock or of options, rights or warrants to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (it being hereby acknowledged by the Underwriters that they have requested such enforcement). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or in connection with the settlement of a restricted stock unit or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company (including individual compensation arrangements) referred to in the Prospectus.

(j) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and regulations of the Commission thereunder.

(k) Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required by the National Association of Securities Dealers, Inc. (the “NASD”) or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted and the Company’s obligations under this Section 3(k) will extend only to such persons. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

SECTION 4. Payment of Expenses.

(a) Expenses. Subject to Sections 4(b) and 4(c) below, the Company will pay or cause to be paid all of its and the Selling Shareholders’ expenses incident to the performance of their obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and

delivery to the Underwriters of copies of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto (the “Printing Fees”), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show (the “Road Show Expenses”), (x) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the NASD of the terms of the sale of the Securities (the “NASD Filing Fee”), (xi) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange (the “NYSE Listing Fee”) and (xii) any costs and expenses of the Underwriters (including fees and disbursements of counsel for the Underwriters) incurred in connection with matters related to the Reserved Securities which are designated by the Company for sale to Invitees. It is understood, however, that except as provided in this Section 4 and Sections 6, 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses, including fees of their counsel.

(b) Expenses of the Selling Shareholders. Notwithstanding Section 4(a) above, each Selling Shareholder will pay all expenses relating to (i) stock transfer taxes, if any, payable upon the sale of the Securities to the Underwriters by such Selling Shareholder and (ii) the fees and disbursements of its counsel and other advisors.

(c) Reimbursement of Expenses by the Underwriters. Upon consummation of the transactions contemplated by this Agreement, the Underwriters shall reimburse the Company for the Printing Fees, the Road Show Expenses, the registration fee payable to the Commission upon filing of the Registration Statement, the NASD Filing Fee and the NYSE Listing Fee. The Underwriters shall have no obligation to reimburse the Company for any of the foregoing fees and expenses in the event this Agreement is terminated prior to consummation of the transactions contemplated by this Agreement.

(d) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i) or Section 11 hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses incurred, including the reasonable fees and disbursements of counsel for the Underwriters.

(e) Allocation of Expenses. The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholders have made or may make for the sharing of such costs and expenses.

SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company or on behalf of the Selling Shareholders delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the

Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).

(b) Opinion of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Pepper Hamilton LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(c) Opinions of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the favorable opinions, dated as of Closing Time, of (A) Sullivan & Cromwell LLP, as United States counsel for Philips, (B) A.F. Verdam, as Netherlands counsel for Philips, (C) Mayer, Brown, Rowe & Maw LLP, as United States counsel for NavPart and (D) Houthoff Buruma, as Netherlands counsel for NavPart, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters.

(d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown & Wood LLP, counsel for the Underwriters in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(e) Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any Material Adverse Effect, and the Representatives shall have received a certificate of Judson C. Green, President and Chief Executive Officer, and David B. Mullen, Executive Vice President and Chief Financial Officer, dated as of Closing Time, to the effect that, to the best knowledge of such officers, (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions applicable to it to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. The knowledge qualification contained in such certificate shall not affect or limit the representations and warranties in Section 1(a).

(f) Certificate of each Selling Shareholders. At Closing Time, the Representatives shall have received a certificate of an officer of each Selling Shareholder, dated as of Closing Time, to the effect that, to the best knowledge of such officer, (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) such Selling Shareholder has complied in all material respects with all agreements and all conditions applicable to it to be performed under this Agreement at or prior to Closing Time. The knowledge qualification contained in such certificate shall not affect or limit the representations and warranties in Section 1(b).

(g) Accountant’s Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from KPMG LLP a letter dated such date, in form and substance

satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(h) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from KPMG LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time.

(i) Approval of Listing. At Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

(j) No Objection. The NASD has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(k) Lock-up Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule D hereto.

(l) Charter Amendment. Prior to the effectiveness of the Registration Statement, the Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and the reverse stock split contemplated thereby shall have been effected.

(m) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(i) Officers’ Certificate. A certificate, dated such Date of Delivery, of Judson C. Green, President and Chief Executive Officer, and David B. Mullen, Executive Vice President and Chief Financial Officer, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

(ii) Certificate of each Selling Shareholder. A certificate, dated such Date of Delivery, of an officer of each Selling Shareholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

(iii) Opinion of Counsel for Company. The favorable opinion of Pepper Hamilton LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iv) Opinions of Counsel for the Selling Shareholders. The favorable opinions of (A) Sullivan & Cromwell LLP, as United States counsel for Philips, (B) A.F. Verdam, as Netherlands counsel for Philips, (C) Mayer, Brown, Rowe & Maw LLP, as United States counsel for NavPart and (D) Houthoff Buruma, as Netherlands counsel for NavPart, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery,

relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(c) hereof.

(v) Opinion of Counsel for Underwriters. The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

(vi) Bring-down Comfort Letter. A letter from KPMG LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(g) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than five days prior to such Date of Delivery.

(n) Additional Documents. At Closing Time and at each Date of Delivery counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Shareholders in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(o) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company and the Selling Shareholders at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or

of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company;

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any untrue statement or omission from any preliminary prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, liability, claim, damage or expense purchased Securities, or any person controlling such Underwriter, to the extent that a prospectus relating to such Securities was required to be delivered by such Underwriter under the 1933 Act in connection with such purchase and any such loss, liability, claim, damage or expense of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sales of the Securities to such person, a copy of the Prospectus (as then amended or supplemented) which corrected such untrue statement or omission.

(b) Indemnification of Underwriters by the Selling Shareholders. Each Selling Shareholder severally agrees to indemnify and hold harmless each Underwriter, its Affiliates, its selling agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with the Shareholder Information provided by such Selling Shareholder; provided, however, that with respect to any untrue statement or omission from any preliminary prospectus, the indemnity agreement contained in this Section 6(b) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, liability, claim, damage or expense purchased Securities, or any person controlling such Underwriter, to the extent that a prospectus relating to such Securities was required to be delivered by such Underwriter under the 1933 Act in connection with such purchase and any such loss, liability, claim, damage or expense of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sales of the Securities to such person, a copy of the Prospectus (as then amended or supplemented) which corrected such untrue statement or omission. The liability under this subsection (b) of each Selling Shareholder shall be limited to an amount equal to the net proceeds (before expenses) to such Selling Shareholder from the sale of Securities sold by such Selling Shareholder under this Agreement.

(c) Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling

Shareholders and each person, if any, who controls the Selling Shareholders within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

(d) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party in respect of such action for any legal expenses of other counsel, provided, however that such indemnified party may participate at its own expense in the defense of any such action. If the indemnifying party does not assume the defense of such action, it is understood that the indemnifying party shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(f) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(f) Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss,

liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after the date of the Agreement.

(g) Other Agreements with Respect to Indemnification. The provisions of this Section shall not affect any agreement between the Company and either Selling Shareholder with respect to indemnification.

SECTION 7. Contribution. If the indemnification provided for in subsection (a), (b) or (c) of Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party under such paragraph shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and each Selling Shareholder on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and each Selling Shareholder on the one hand and of the Underwriters on the other hand in connection with the statements or omissions, or in connection with any violation of the nature referred to in Section 6(f) hereof, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and each Selling Shareholder on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and each Selling Shareholder and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the Company and each Selling Shareholder on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or such Selling Shareholder or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or any violation of the nature referred to in Section 6(f) hereof.

The Company, each Selling Shareholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation

or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, (A) no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission and (B) neither Selling Shareholder shall be required to contribute in excess of the amount equal to the net proceeds (before expenses) to such Selling Shareholder from the sale of Securities by such Selling Shareholder under this Agreement.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or a Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or such Selling Shareholder, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

The provisions of this Section shall not affect any agreement between or among the Company and either Selling Shareholder with respect to contribution.

SECTION 8. Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries or a Selling Shareholder submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person controlling the Company or any person controlling a Selling Shareholder and (ii) delivery of and payment for the Securities.

SECTION 9. Termination of Agreement.

(a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States, the international financial markets or the currency exchange rates, any outbreak of hostilities or escalation thereof or act of terrorism or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order

of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability to the Company, the Selling Shareholders or any non-defaulting Underwriter in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Selling Shareholders to sell the relevant Option Securities, as the case may be, any of the (i) Representatives, (ii) the Company or (iii) the Selling Shareholders shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any changes in the Registration Statement or Prospectus or in any other documents or arrangements that, based on the advice of counsel to such party, may be required. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Default by a Selling Shareholder. If either Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at option of the Representatives, by notice from the Representatives to the Company and the Selling Shareholders terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default.

SECTION 12. [Intentionally Omitted.]

SECTION 13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10080, attention of Marcelo Cosma and Credit Suisse First Boston LLC, 11 Madison Avenue, New York, New York 10010, attention of Adam Nordin; notices to the Company shall be directed to it at 222 Merchandise Mart, Suite 900, Chicago, IL 60654, attention of Lawrence M. Kaplan, Esq.; notices to Philips shall be directed to Koninklijke Philips Electronics N.V., Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands, attention of General Secretary; and notices to NavPart shall be directed to NavPart I B.V., Hoogoorddreef 7, 1101 BA Amsterdam Zuidoost, The Netherlands, attention of Dirk-Jan van Ommeren.

SECTION 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Selling Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Selling Shareholders and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Selling Shareholders and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

The Company and the Selling Shareholders hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Philips irrevocably appoints Philips Electronics North America Corporation as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding and NavPart will, at or prior to the Closing Time, irrevocably appoint an authorized agent as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding. Each Selling Shareholder agrees that service of process upon its respective agent, and written notice of said service to such Selling Shareholder by the person serving the same to the address provided in Section 13 shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding.

Any obligation of the Company or of either Selling Shareholder, as the case may be, in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company or such Selling Shareholder, as the case may be, agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such

Underwriter agrees to pay to the Company or such Selling Shareholder, as the case may be, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.

SECTION 16. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

SECTION 18. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholders in accordance with its terms.

	Very truly yours,

	NAVTEQ CORPORATION


	By
		Title:


	PHILIPS CONSUMER ELECTRONIC SERVICES B.V.


	By
		Title:


	NAVPART I, B.V.

	By
	Title:

CONFIRMED AND ACCEPTED, as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


By
	Authorized Signatory

CREDIT SUISSE FIRST BOSTON LLC


By
	Authorized Signatory

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

SCHEDULE A

Name of Underwriter		Number of Initial Securities

Credit Suisse First Boston LLC		15,960,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		15,960,000
Deutsche Bank Securities Inc.		1,995,000
UBS Securities LLC		1,995,000
Dresdner Kleinwort Wasserstein Securities LLC		1,995,000
Piper Jaffray & Co.		1,995,000
Stephens Inc.		100,000
Total		40,000,000

A-1

SCHEDULE B

	Number of Initial Securities to be Sold	Maximum Number of Option Securities to Be Sold

Philips Consumer Electronic Services B.V.	37,053,354	5,558,003

NavPart I, B.V.	2,946,646	441,997

Total	40,000,000	6,000,000

B-1

SCHEDULE C

NAVTEQ CORPORATION
40,000,000 Shares of Common Stock
(Par Value $.001 Per Share)

1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $22.00.

2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $20.955, being an amount equal to the initial public offering price set forth above less $1.045 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.

C-1

SCHEDULE D

Judson C. Green

Denis M. Cohen

John K. MacLeod

David B. Mullen

Lawrence D. Chesler

Winston Guillory, Jr.

M. Salahuddin Khan

Mary D. Hardwick

Lawrence M. Kaplan

Christine C. Moore

Richard E. Shuman

Richard J. A. de Lange

Wilhelmus C. M. Groenhuysen

Dirk-Jan van Ommeren

Scott M. Weisenhoff

NavPart II B.V.

Zenrin Company

Phillip R. Bennett

Robert C. Trosten

Philip Silverman

Carmen Pacelli

D-1

Exhibit A

[Form of lock-up from directors, officers or other stockholders pursuant to Section 5(k)]

August , 2004

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

4 World Financial Center
New York, New York 10080

CREDIT SUISSE FIRST BOSTON LLC

11 Madison Avenue

New York, New York 10010

as Representatives of the several Underwriters
to be named in the within-mentioned Purchase Agreement

Re: Proposed Public Offering by NAVTEQ Corporation

Dear Sirs:

The undersigned, a stockholder and/or optionholder [and an officer and/or director] of NAVTEQ Corporation, a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse First Boston LLC (“CSFB”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and the Selling Shareholders providing for the public offering (“Offering”) of shares (the “Securities”) of the Company’s common stock, par value $.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or optionholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 180 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Merrill Lynch and CSFB, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch and CSFB, (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restriction set forth herein, (ii) to any trust for the

A-1

direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value or (iii) in the Offering as contemplated by the Purchase Agreement. For purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

	Very truly yours,


	Signature:

	Name:

A-2

EX-4 5 a04-9156_1ex4.htm EX-4

Exhibit 4

April , 2004

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

4 World Financial Center
New York, New York 10080

CREDIT SUISSE FIRST BOSTON LLC

11 Madison Avenue

New York, New York 10010

as Representatives of the several Underwriters
to be named in the within-mentioned Purchase Agreement

Re: Proposed Public Offering by NAVTEQ Corporation

Dear Sirs:

The undersigned, a stockholder of NAVTEQ Corporation, a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse First Boston LLC (“CSFB”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and Philips Consumer Electronic Services B.V. (the “Selling Shareholder”) providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 180 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Merrill Lynch and CSFB, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch and CSFB, (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restriction set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) in the Offering as contemplated by the Purchase Agreement or (iv) pursuant to the purchase and sale agreements between the Selling Shareholder and NavPart I B.V. (and its affiliates) as described in the prospectus relating to the Offering. For purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

	Very truly yours,


	PHILIPS CONSUMER ELECTRONIC SERVICES B.V.


	Signature:

	Name:

	Title:

EX-5 6 a04-9156_1ex5.htm EX-5

Exhibit 5

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $.001 per share, of NAVTEQ Corporation, and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Dated: August 12, 2004

KONINKLIJKE PHILIPS ELECTRONICS N.V.

By:	/s/ Arie Westerlaken
	Name:	Arie Westerlaken
	Title:	General Secretary and Senior Vice President


PHILIPS MEDIA B.V.

By:	/s/ Arie Westerlaken
	Name:	Arie Westerlaken
	Title:	Director


PHILIPS CONSUMER ELECTRONIC SERVICES B.V.

By:	/s/ Arie Westerlaken
	Name:	Arie Westerlaken
	Title:	Director

Under the Securities Exchange Act of 1934

Signature

SECTION 1 DEFINITIONS

SECTION 2 DEMAND REGISTRATION RIGHTS

3

4

SECTION 3 PIGGY-BACK REGISTRATION

5

SECTION 4 REGISTRATION PROCEDURES

4.1 Registration and Qualification. If and whenever the Company is required to use all commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3, the Company will as promptly as is practicable:

(a) prepare, file and use all commercially reasonable efforts to cause to become effective a Registration Statement under the Securities Act regarding the Registrable Securities to be offered;

(d) use its commercially reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under such other securities

6

(e) use all commercially reasonable efforts to list the Registrable Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;

7

8

SECTION 5 PREPARATION; REASONABLE INVESTIGATION

SECTION 6 INDEMNIFICATION AND CONTRIBUTION

6.1 Indemnification and Contribution. Upon the registration of the Registrable Securities pursuant to Section 2 or 3 hereof:

9

10

(f) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6 shall be in addition to any

11

liability which such Indemnified Person may otherwise have to the Company. The remedies provided in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity.

SECTION 7 MISCELLANEOUS

7.4 [intentionally omitted]

7.5 GOVERNING LAW. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN

12

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT NOT INCLUDING THE CHOICE OF LAW RULES THEREOF.

7.6 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

7.8 Notices, etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by first class mail, postage prepaid, certified or registered mail, return receipt requested, addressed:

13

7.12 Titles and Subtitles. The titles of the Sections, sections and paragraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

SECTION 1
DEFINITIONS

SECTION 2
DEMAND REGISTRATION RIGHTS

SECTION 3
PIGGY-BACK REGISTRATION

SECTION 4
REGISTRATION PROCEDURES

SECTION 5
PREPARATION; REASONABLE INVESTIGATION

SECTION 6
INDEMNIFICATION AND CONTRIBUTION

SECTION 7
MISCELLANEOUS