10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

ý	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-21323

NAVTEQ CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	77-0170321
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
222 Merchandise Mart Suite 900 Chicago, Illinois 60654 (Address of Principal Executive Offices, including Zip Code)	(312) 894-7000 (Registrant's Telephone Number, Including Area Code)

Navigation Technologies Corporation
(Former name)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:
Employee Stock Options to purchase Common Stock, $0.001 par value

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant's knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o    No ý

        Substantially all of the voting and non-voting common equity is held by affiliates of the registrant. There is no established trading market for shares of the registrant's Common Stock.

        The number of shares of the registrant's Common Stock, $.001 par value, outstanding as of March 1, 2004 was 1,178,491,271.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the following documents of the registrant are incorporated herein by reference:

Document	Part of Form 10-K
None.

PART I

        Certain statements in this document contain or may contain information that is forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the terminology used—for example, words and phrases such as "may," "should," "expect," "anticipate," "plan," "believe," "estimate," "predict" and other comparable terminology typically would be deemed forward-looking. Actual events or results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors, including, without limitation, the risks described in the section of NAVTEQ's Registration Statement on Form 10, File No. 0-21323 captioned "Risk Factors" under Item 1 thereof. Readers should carefully review this annual report in its entirety, including, but not limited to, the financial statements and notes thereto. NAVTEQ undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof. You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. The information contained herein may only be accurate as of the date of this document.

        "NAVTEQ" is a trademark of NAVTEQ Corporation.

        We changed our name effective February 2, 2004, from Navigation Technologies Corporation to NAVTEQ Corporation.

Item 1.    Business.

Overview and History.

        NAVTEQ Corporation (the "Company") is a leading provider of digital map information and related software and services used in a wide range of navigation, mapping and geographic-related applications, including products and services that provide maps, driving directions, turn-by-turn route guidance, fleet management and tracking and geographic information systems. These products and services are provided to end users by our customers on various platforms, including: self-contained hardware and software systems installed in vehicles; personal computing devices, such as personal digital assistants and cell phones; server-based systems, including internet and wireless services; and paper media.

        A growing number of companies have developed or are in the process of developing a variety of products and services that use map information furnished in digital form. We believe that commercial acceptance and successful operation of many of these products and services is dependent on the availability of a highly accurate and comprehensive geographical database, such as our NAVTEQ data. Our database is a digital representation of road transportation networks in the United States, Canada, numerous European countries and various other countries, constructed to provide a high level of accuracy and useful level of detail. We have data for 40 countries in four continents covering approximately 8.5 million miles of roadway. Our database includes extensive road, route and related travel information, including attributes collected by road segment, and voice data. Some examples of the attributes collected for the NAVTEQ database are:

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Existence, location, shape and arterial classification of roads;



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Details regarding ramps, road barriers/dividers, bridges and overpasses;



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Certain traffic rules and regulations, such as one-way streets, turn restrictions, vehicle restrictions and speed limits;



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Sign information;



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Street names and addresses; and



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Points of interest, such as airports, hotels and restaurants.

        We currently provide coverage relating to approximately 5.4 million miles of roadway in the United States and Canada, including virtually all roadways in the United States plus detailed coverage in areas in which a majority of the population of the United States and Canada live and work. By detailed coverage, we mean coverage that provides sufficient detail to allow door-to-door, turn-by-turn route guidance to addresses, points of interest and other locations. In Europe, our database covers approximately 3.2 million miles of roadways, including virtually all main arterial roads within Western Europe's major highway network. We have detailed coverage for numerous cities throughout Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, The Netherlands, Norway, Portugal, San Marino, Spain, Switzerland, Sweden, the United Kingdom and Vatican City. In addition, we offer coverage in Bahrain, the Czech Republic, Greece, the Kingdom of Saudi Arabia, Kuwait, Malaysia, Mexico, Oman, Qatar, Singapore, the Republic of South Africa, the Slovak Republic, Taiwan and United Arab Emirates.

        Our principal office is located at 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654 and our telephone number at that location is (312) 894-7000. We were incorporated originally in California in 1985, and we subsequently reincorporated in Delaware in 1987. Our web site address is www.navteq.com.

Relationship With and Control by Philips.

        Philips Consumer Electronic Services B.V. ("Philips B.V." or "Philips"), a subsidiary of Koninklijke Philips Electronics N.V. ("Philips N.V."), is our principal stockholder, holding, as of December 31, 2003, approximately 83% of the issued and outstanding shares of our common stock and warrants to acquire 47,380,000 shares of our common stock. Philips previously held all of the Company's outstanding Series A and Series B preferred stock, which converted to common stock as of October 1, 2002. See "Item 3. Legal Proceedings" for further information regarding the status of the litigation between the Company and Philips B.V. with respect to the conversion of Philips' preferred stock.

        Philips has the power to elect all of the members of our board of directors, except to the extent that it has agreed that another shareholder or individual shall have the right to appoint or serve as a director. See "Item 10. Directors and Executive Officers" for additional information regarding these agreements and Philips' rights.

Industry Background.

        Businesses and consumers are seeking solutions for a wide range of navigation and transportation needs. Their goals include time savings; increased efficiency and economy; increased safety and security; reduced stress and inconvenience; and improved traffic congestion reporting and management. Achieving these goals is impeded by the lack of usable information, such as accurate and understandable driving directions, complete and up-to-date information about local travel conditions and restrictions, and similar information. People not traveling by automobile also have been looking for ways to use their wireless telephones and similar wireless devices to access location-based information, such as street-level directions and information about local points of interest.

        In response to these demands, a variety of businesses in several industries, including automotive, electronics, communications and the Internet, have been actively developing and marketing a wide range of navigation products and geographic information-based systems and services. For personal navigation, much of the focus of product development efforts and offerings historically has been on automotive navigation systems. The more technologically sophisticated products—route guidance products—use integrated hardware and software systems located inside a vehicle that enable accurate and efficient vehicle navigation by providing dynamic real-time positioning information and turn-by-turn driving directions. These products are also becoming increasingly available on various personal navigation devices, such as navigation-enabled personal digital assistants and wireless telephones. The

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less technologically sophisticated—map and/or route planning products—are computer-based and typically enable the user to designate geographic points and obtain detailed driving instructions between the points, but lack the just-in-time type of navigation instructions that are characteristic of route guidance products.

        As the market for "smart" navigation products and services has continued to develop, new applications for the technology have also been developing. In addition to automotive navigation systems, these applications include: geographic information systems (GIS) and fleet management applications; wireless/hand-held product applications; public safety/emergency services; Internet mapping; PC-based applications; and call center-based navigation services.

        Many of these products and services are dependent upon the availability of a comprehensive database, such as our NAVTEQ database. We believe that business and consumer acceptance of these products and services will depend significantly on factors such as the accuracy and detail of the database, the scope of its coverage and the commitment of the database provider to quality and to updating and enhancing the database.

Strategy.

        We have devoted substantial resources to the development of a comprehensive, accurate and detailed navigable database for the United States, Canada, numerous European countries and various other countries. Our efforts to develop our business to date have consisted principally of the creation, updating and enhancement of our NAVTEQ database, the establishment of a multi-office, multi-country field organization, and the development of technology and software related to our NAVTEQ database. Our strategy is to establish NAVTEQ as the leading provider of digital map information and enabling technology for navigation and other geographic information-based products and services and other applications.

NAVTEQ Database.

        The NAVTEQ database is a digital representation of road transportation networks in the United States, Canada, numerous European countries and various other countries, constructed to provide the high level of accuracy and detail necessary to support route guidance products and similar applications. We devote significant resources to creating, updating and enhancing our data and maintaining its quality. We also have made significant investments in software and related tools for database creation, updating and delivery. The NAVTEQ database is constructed to the same general specifications regardless of coverage area so that product developers, manufacturers and service providers generally can design a single product that can be sold throughout the countries for which we have coverage.

        Generally, we provide varying levels of coverage ranging from intertown coverage, our base coverage, to our most comprehensive coverage, detailed coverage. Detailed coverage provides sufficient detail to allow door-to-door, turn-by-turn route guidance to addresses, points of interest and other locations within coverage areas. This coverage also generally includes a broad, logical driving area around the named city regardless of city, county and state boundaries. Road network coverage, which is in between detailed coverage and intertown coverage, typically includes most roads with the exception of some local, residential or rural roads (referred to as functional class 5 roads) with verification done of roads that typically contain the most complex driving and navigating decisions (called functional class 1-4). Intertown coverage includes the major roadways and select local travel information, and seamlessly connects the detailed coverages. Route guidance products typically incorporate both detailed and intertown information.

        In the United States (excluding Alaska) and Canada, the NAVTEQ database covers 100% of the population. Detailed coverage is complete for cities and their respective surrounding areas, covering in the aggregate approximately 64% of the total combined population of the United States and Canada.

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We have road network coverage with full road inclusion for an additional 36% of the population, which consists of coverage for 29% of the population that contains verification for roads with functional class 1-4 and coverage for 6% of the population that only contains verification for roads with functional class 1-2.

        In Europe, detailed coverage is complete for urban and rural areas covering approximately 77% of the total combined population of the following 23 countries: Andorra, Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, The Netherlands, Norway, Portugal, San Marino, Slovak Republic, Spain, Sweden, Switzerland, Vatican City and the United Kingdom. Intertown coverage is complete for all mentioned countries with the exception of Finland and the Western and Southern parts of the Republic of Ireland. In these countries as well as in the Czech Republic and the Slovak Republic, the intertown coverage is limited to the connector roads between the major metropolitan areas and the country borders.

        Creating, maintaining and delivering a comprehensive, high quality navigable database is a multi-step, labor-intensive process. The major steps in building NAVTEQ maps include:

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Source Identification and Evaluation.    We use our embedded field staff's local knowledge to identify local and regional private and public sources that provide information on the road network data. Source data is evaluated for quality and consistency through direct observation. Variable elements (depending on quality) are then integrated to create a skeleton road network that can be used to optimize driving plans.



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Source Normalization.    After local quality assessments, source data is then cleaned and modified to meet a common NAVTEQ format requirement.



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Data Collection.    Using proprietary tools and processes, we gather complex geographic data, street name information and navigation information or attributes (e.g., barriers, one-way restrictions, turn restrictions and other driving rules) by direct observation using our field staff.



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Attribute Integration and Linkage.    We use our proprietary technologies and methods to convert the data that we have collected into our database according to our specifications. The method is to create a geometric base of elements that represent objects in the real world and then to apply additional data, such as street names and addresses, postal codes, and one-way road information.



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Data Validation.    Throughout the data entry process, hundreds of validation tests automatically check the accuracy of the data, indicating when field verification through direct observation is needed for resolution. This is complemented by monthly reports monitoring data quality and randomly selected geographic areas that undergo ISO-certified on-site field testing.



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Data Maintenance.    We use our field staff's network of local and regional contacts to identify changes or additions to the road network. We then integrate areas requiring updates or changes to the database into on-going data-collection drive plans in order to capture the specific attribution required for navigation through direct observation.

        After NAVTEQ maps are created, we then process the data into a variety of formats and data sets for delivery to our customers in the data extraction process.

        During initial database creation, our field personnel build relationships with authorities at all levels responsible for the roadways to gather driving rules and other information and field-verify the database. In many cases, the Company enters into agreements with governmental offices or territories in order to license certain roadway information. Because of the large number and varying sizes and structures of such governmental entities, the form of these agreements varies greatly. Moreover, because each agreement covers only a limited geographical area and the information covered by such agreements can be obtained by alternate means (including through direct observation by our field personnel), the Company believes that none of these agreements are material to the Company's business.

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        Once initial development for an area is complete, the assigned field office assumes primary responsibility for keeping the database up to date and accurate. We continually update our NAVTEQ database to reflect changes to the roadway network and points of interest, and we release these updates to our customers on a periodic basis throughout the year.

        Our local field offices gather information on road conditions and plans from multiple sources, check data quality and continually validate database information. Our local field personnel also contribute to the updating and quality control efforts by driving the roads to check and update database information. We also use customer and end-user feedback to identify errors and anomalies in the data and to improve our database.

        In connection with our NAVTEQ database, we provide consulting services, customer support, software and software development tools to our customers. We believe these tools and services help these customers reduce the development costs and time to market for their products and services that use NAVTEQ data.

        We are also currently working with several suppliers and customers to combine vehicle incident and traffic flow information with our NAVTEQ database.

Technology.

        We believe that a significant factor in our successful creation and updating of the NAVTEQ database is our proprietary software environment. We have employed an integrated, large-system approach, with databases, software support and operations environments. We have devoted significant resources and expertise to the development of a customized data management software and communications environment. We also have built our workstation software to enable sophisticated database creation and the performance of updating tasks in a well-controlled and efficient environment. A particular advantage that we have developed in this area is the ability to access the common database from any of our many field offices and the ability to edit portions of the data on a concurrent basis among several users. Our field personnel are able to operate our proprietary software for data capture on portable computers which are taken into field vehicles to capture data in real-time and then can be taken back into the field office for further processing of the data.

        In addition, we have developed software, which is intended to support our common database physical storage format. This software and format allow and encourage interoperability across navigation systems of different suppliers and simplify database distribution and support logistics. We have also developed a navigation application development framework, which, together with such software, will enable our customers licensing this framework to bring products based on the NAVTEQ database to market more quickly and at reduced cost.

Marketing and Database Distribution.

        We market our NAVTEQ database to vehicle manufacturers, automotive electronics manufacturers, developers of advanced transportation applications, developers of geographic-based information products and services, location-based service providers and other product and service providers. Our marketing efforts include a direct sales force, attendance and exhibition at trade shows and conferences, advertisements in relevant industry periodicals, direct sales mailings and advertisements, electronic mailings and Internet-based marketing.

        There are multiple methods of distribution to provide NAVTEQ data to end users. For example, our customers produce copies of NAVTEQ data on various storage media, such as CD-ROMs, DVDs and other media. Our customers then distribute those media to end users directly and indirectly through retail establishments, vehicle manufacturers and their dealers, and other re-distributors. The media may be sold by our customer separate from its products, bundled with its products or otherwise

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incorporated into its products. We also produce copies of NAVTEQ data and distribute those copies to end users both directly and indirectly through vehicle manufacturers and their dealers. In those cases where we produce and distribute copies to end users, the copies are either prepared for specific use with our customers' products or are in our common database physical storage format. Additionally, some of our customers store NAVTEQ data on servers and distribute information, such as map images and driving directions, based on the NAVTEQ data over the Internet and through other communication networks.

        Our general policy is to charge a license fee for use of our NAVTEQ data. The amount of the fee varies depending upon the nature of the application using the data and may be charged on a per-copy, per-transaction, subscription or other basis. Typically, where our customer makes and distributes copies of our NAVTEQ database, the customer is responsible for paying a license fee to us. Where we make and distribute copies of our NAVTEQ database ready for end users, a license fee is sometimes paid to us by the end user and sometimes paid to us by the maker or reseller of the product in which the copy of our NAVTEQ database is to be used. At the request of our customers, we provide services related to the distribution of copies of the database for in-vehicle navigation systems and charge a fee for the provision of such services.

Customers.

        We have established customer relationships and entered into licensing arrangements with vehicle manufacturers, automotive electronics manufacturers, governmental entities and other developers, manufacturers and marketers of products and services that use NAVTEQ data. Our customers include: customers who primarily sell or develop vehicle route guidance products for factory installation, dealer installation and aftermarket sale; customers who develop and market online and wireless products and services incorporating NAVTEQ data in a variety of applications, including travel information and driving direction services; and customers such as software logistics solutions firms and developers and marketers of fleet routing, scheduling and similar products.

        During the fiscal years ended December 31, 2001, 2002, and 2003, BMW AG (including its affiliates) represented approximately 19%, 15%, and 18% of revenue, respectively, and Harman International Industries, Inc. (including its affiliates) represented approximately 11%, 13%, and 12% of our revenue, respectively. We sell copies of our database and map disks to BMW in North America and Europe pursuant to BMW's standard purchasing terms and conditions, modified in specific instances by separate agreements with BMW. BMW is not obligated to make any minimum purchases under these arrangements. We have also entered into an agreement with BMW to develop a database for South Africa and to sell copies of such database and map disks to BMW. We have entered into a data license agreement with Harman pursuant to which we grant Harman territory-specific, non-exclusive, non-transferable and non-sublicensable licenses to use our database information in certain of Harman's products. The license agreement does not provide for any minimum license fees with respect to the territories currently covered by the agreement.

        In 1991, the Company entered into a database license agreement with an unaffiliated company (the "1991 Agreement") that required fixed prepaid license fees for use of the Company's database in route guidance products and other applications. Under the 1991 Agreement, the Company received $3.0 million in cash through 1994, in exchange for aggregate future credits of $6.5 million, which could be utilized by such company as credits against 50% of future license obligations subject to a maximum of $2.0 million in any one year. Any portion of this $6.5 million in credits that was unused as of December 31, 2000, was refundable in cash by the Company. Due to the repayment contingencies discussed above, the amounts received were initially recorded as refundable deferred licensing advances. The total amount initially recorded of $3.0 million was accreted to the maximum amount repayable as of December 31, 2000, at rates ranging from 9% to 14% using the effective interest rate

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method. The interest rate on remaining unpaid balances under the 1991 Agreement increased to 15% after December 31, 2000.

        On September 27, 2002, the Company amended the 1991 Agreement (the "2002 Amendment"). Immediately prior to the 2002 Amendment, approximately $7.8 million was due by the Company under the 1991 Agreement. Pursuant to the provisions of the 2002 Amendment, the Company was required to (i) repay $4.0 million of the outstanding balance in cash, and (ii) provide aggregate future credits of $6.0 million, which must be used by the unaffiliated company by December 31, 2007. The Company made cash payments of $4.0 million in 2002. The $6.0 million of license fee credits can be applied toward payment of up to 75% of license fees owed to the Company, including minimum annual license fees. Any portion of the unused license fee credits as of December 31, 2007 will be forfeited by the unaffiliated company. Upon execution of the 2002 Amendment, the Company re-classified the remaining $3.8 million balance of refundable deferred licensing advances to long-term deferred revenue. The $3.8 million of long-term deferred revenue recorded upon execution of the 2002 Amendment will be recognized as revenue in future periods in proportion to the unaffiliated company's usage of the $6.0 million of license fee credits. Non-cash revenue of $0.2 million was recognized during the year ended December 31, 2003, and the unused license fee credits available are $5.7 million as of December 31, 2003.

        We have entered into written agreements of various types, principally license agreements, with each of our customers. These agreements, however, are not requirements contracts. We endeavor to grow and diversify our customer base on a continuous basis through our marketing and sales efforts.

License Agreements.

        We license and distribute our database in several ways, including licensing and delivering our database to our business customers, such as application developers and service providers, who then distribute the database directly or indirectly to business and consumer end users in connection with their products and services. We also license and distribute our database directly (or indirectly through distributors) to both business and consumer end users. In addition to the basic license terms that typically provide for non-exclusive licenses, our license agreements generally include additional terms and conditions relating to the specific use of the data. Our license fees vary depending on several factors, including the content of the data to be used by the product or service, the use for which the data has been licensed and the geographical scope of the data.

        The license fees paid for the licenses are usually on a per-copy basis or a per-transaction basis. In general, there is no requirement that a customer sell a minimum number of copies or transactions, although certain of the licenses require a minimum annual license fee or other minimum fee to be paid by the customer.

        Certain of the license agreements allow our customers to require or request us to produce copies of the database on their behalf and to deliver those copies to the customer or to another distributor for redistribution to consumer end users. Similarly, we produce and deliver such database copies to vehicle manufacturers pursuant to purchase orders or other agreements, and the vehicle manufacturers and their dealers redistribute the copies to vehicle purchasers. If a customer elects for us to provide such database copies, or if we agree to provide such copies to a vehicle manufacturer, then such customer, vehicle manufacturer or another party is obligated to pay us a fee for each copy that we produce and deliver which includes a per-copy license fee and a service fee for packaging and distribution.

Competition.

        The market for map information is highly competitive. We compete with other companies, as well as with governmental and quasi-governmental agencies, that provide map information in a wide range

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of map applications with varying levels of functionality. We believe that the principal elements of competition in the market for map information are:

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the geographical coverage of the database;



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the range and specificity of the information in the database;



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database accuracy;



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the price to customers for the use of the database;



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the price to consumers for the applications or other goods in which the applications are provided;



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alternative goods available to purchasers, including goods that do not use map information; and



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the availability of software and hardware products that are compatible with the database (or available or used in products/services that use such map information).

        We currently have several major competitors in providing map information, including TeleAtlas N.V., Geographic Data Technologies Incorporated (GDT) and numerous European governmental and quasi-governmental mapping agencies (e.g., Ordnance Survey in the United Kingdom) that license map data for commercial use. We believe that GDT and TeleAtlas are now offering more detailed map data for the United States than previously available from such companies, enabling greater functionality, such as turn-by-turn directions. Increased competition or other competitive pressures may result in price reductions, reduced profit margins, and/or loss of market share, each of which could have a material adverse effect on our business, financial condition, and results of operations.

Intellectual Property.

        Our success and ability to compete are dependent, in part, upon our ability to establish and adequately protect our intellectual property rights. In this regard, we rely primarily on a combination of copyright laws (including, in Europe, database protection laws), trade secrets and patents to establish and protect our intellectual property rights in our NAVTEQ database, software and related technology. Although the Company actively attempts to utilize patents to protect its technologies and currently holds several patents relating to the collection and distribution of geographical and other data, the Company believes that none of the patents currently held by the Company, individually or in the aggregate, are material to the Company's business. NAVTEQ also protects its database, software and related technology, in part, through the terms of our license agreements and by confidentiality agreements with our employees, consultants, customers and others. We also claim rights in our trademarks and service marks. Certain of our marks are registered in the United States, Europe and elsewhere and we have filed applications to register certain other marks in such jurisdictions. We have licensed others to use certain of our marks in connection with our database and software and expect to continue licensing certain of our marks in the future.

Employees.

        As of December 31, 2003, we had a total of 1,411 employees. We believe that relations with our employees are good, and we have not experienced any work stoppages due to labor disputes.

International operations.

        We have substantial operations in Europe and other jurisdictions and we expect a significant portion of our revenues and expenses will be generated by our European operations in the future. Accordingly, our operating results are and will continue to be subject to the risks of doing business in foreign countries, including compliance with, or changes in, the laws and regulatory requirements of

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various foreign countries and the European Union, difficulties in staffing and managing foreign subsidiary operations, taxes, trade barriers and business interruptions. In addition, substantially all of our expenses and revenues relating to our international operations are denominated in foreign currencies. Historically, we have not engaged in activities to hedge our foreign currency exposures, however, on April 22, 2003, we entered into a U.S. dollar/euro currency swap agreement with Philips N.V. (the parent company of our majority stockholder) to minimize the exchange rate exposure between the U.S. dollar and the euro on the expected repayment of an intercompany obligation. See "Item 7A—Quantitative and Qualitative Disclosures About Market Risk." We are, however, and will continue to be, subject to risks related to foreign currency fluctuations until we engage in additional hedging activities, if ever. Any of these matters could increase our expenses and have a material adverse effect on our financial condition and results of operations.

        The following summarizes net revenue on a geographic basis for the years ended December 31, 2001, 2002 and 2003 (in thousands):

			Years ended December 31,
			2001		2002	2003
Net revenue:
	North America		$	39,796	52,807	91,664
	Europe			70,635	113,042	180,959
		Total net revenue	$	110,431	165,849	272,623

        Revenues are attributed to North America (United States) and Europe (The Netherlands) based on the entity that executed the related licensing agreement.

        The following summarizes long-lived assets on a geographic basis as of December 31, 2001, 2002, and 2003 (in thousands):

			December 31,
			2001		2002	2003
Property and equipment, net:
	North America		$	8,450	5,762	8,331
	Europe			2,702	2,086	3,587
		Total property and equipment, net	$	11,152	7,848	11,918
Capitalized software development costs, net:
	North America		$	15,629	18,951	22,605
	Europe			—	—	—
		Total capitalized software development costs, net	$	15,629	18,951	22,605

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Item 2.    Properties.

        Our corporate headquarters are located in Chicago, Illinois. The Company maintains a regional headquarters in The Netherlands, which has been located in Best, but is expected to move to Veldhoven in April 2004. The lease for the Best facility will terminate in April 2004 and the lease for the Veldhoven facility has been completed. We also have a production facility in Fargo, North Dakota. The table below provides additional information concerning our principal facilities, including the approximate square footage of each facility and the lease or sublease expiration date. We believe that our facilities are generally suitable to meet our needs for the foreseeable future, however, the Company continues to seek additional space as needed to satisfy the Company's growth.

Location	Use/Purpose	Square Footage	Lease Expiration
Chicago, IL	Corporate Headquarters	148,324	September 30, 2007
Fargo, ND	Production Facility	56,500	August 31, 2010
Veldhoven, The Netherlands	Regional Headquarters	41,506	March 14, 2011

        In addition to these facilities, we also have approximately 147 field, administrative, and home offices in 19 countries worldwide.

Item 3.    Legal Proceedings.

        On September 20, 2002, Philips Consumer Electronic Services B.V. ("Philips B.V.") filed a complaint (the "Initial Complaint") against the Company in the Court of Chancery of the State of Delaware (the "Litigation"), which was subsequently dismissed on March 8, 2004, as described below. The Initial Complaint alleged that the Company did not intend to comply with its obligations under the Certificates of Designation for the Company's Series A and Series B cumulative convertible preferred stock ("Certificates of Designation") to convert such preferred stock into the Company's common stock pursuant to the terms of such Certificates of Designation. The Initial Complaint sought declaratory relief, injunctive relief and specific performance to require the Company to determine the applicable conversion price in accordance with the terms of the respective Certificates of Designation. On September 27, 2002, a Special Committee of the Board of Directors was formed to manage the Company's defense to the Litigation. On December 15, 2002, Messrs. van Ommeren and Shields, as directors of the Company and as members of the Special Committee, determined that Messrs. van Ommeren and Shields were the disinterested members of the Board of Directors for purposes of determining the conversion price (i.e., the Current Market Price of the Company's common stock, as defined in the respective Certificates of Designation) for the Series A and Series B cumulative convertible preferred stock pursuant to the respective Certificates of Designation. On December 19, 2002, Messrs. van Ommeren and Shields then determined that the Current Market Price of the Company's common stock as of October 1, 2002 was $0.86 per share. On December 30, 2002, the Special Committee issued a report to the Board of Directors reporting, among other things, the above determinations. These determinations were made by Messrs. van Ommeren and Shields and did not reflect the views of the full Board of Directors of the Current Market Price.

        All of the Series A and Series B cumulative convertible preferred stock automatically converted pursuant to their terms as of October 1, 2002 into 776,675,105.686 shares of common stock based on the determination by Messrs. Shields and van Ommeren that the Current Market Price of the Company's common stock was $0.86 per share as of such date. Upon conversion, the aggregate liquidation preferences of Series A and Series B cumulative convertible preferred stock were $58.2 million (including $18.2 million of dividends in arrears) and $609.7 million (including $183.7 million of dividends in arrears), respectively.

        On August 1, 2003, Philips B.V. filed a First Amended and Supplemental Complaint (the "Amended Complaint") in the Litigation against the Company and additionally named Messrs. Shields

10

and van Ommeren as defendants. The Amended Complaint alleged breach of contract and breach of covenant of good faith and fair dealing against the Company and breach of fiduciary duty against Messrs. Shields and van Ommeren. More specifically, the Amended Complaint stated that the Company breached its obligations under the Certificates of Designation to make a good faith determination of the Current Market Price of the Company's common stock as of October 1, 2002, including by failing to (1) properly determine the composition of the disinterested directors for purposes of determining the Current Market Price of the Company's common stock as of October 1, 2002, (2) base the determination of Current Market Price upon a timely valuation, and (3) base the determination on a valuation performed by an internationally recognized investment bank. The Amended Complaint further stated that (i) the Company breached an implied covenant of good faith and fair dealing under the Certificates of Designation, (ii) the Company breached its obligations under its March 29, 2001 Stock Purchase Agreement with Philips B.V. by failing to ensure that its certification of incorporation permits issuance of a sufficient number of shares of common stock to satisfy the number of shares to which Philips B.V. is entitled upon the conversion of the Series A and Series B shares, and (iii) Messrs. Shields and van Ommeren willfully breached their fiduciary duties to Philips B.V. The Amended Complaint sought an order appointing an independent appraiser to determine the Current Market Price as of October 1, 2002, specific performance to require the Company to convert the Series A and Series B shares on the terms set forth in the Certificates of Designation, a declaration that Messrs. Shields and van Ommeren breached their fiduciary duties to Philips B.V., injunctive relief to prevent the defendants from continuing to interfere with Philips B.V.'s rights under the Certificates of Designation, and unspecified monetary and exemplary damages and costs of suit.

        On December 22, 2003, the Company received a letter from Philips B.V. acknowledging the Special Committee's determination of the Current Market Price of the Common Stock as of October 1, 2002 of $0.86 per share and requesting the shares of preferred stock representing the accrued dividends. The letter further stated that Philips B.V. would, after receipt of such shares, tender all of its shares of preferred stock to the Company for the common stock issuable upon conversion of the preferred stock. Accordingly, the Company delivered certificates evidencing the shares of preferred stock representing the accrued dividends to Philips B.V. Philips B.V. then tendered the certificates of all of its preferred stock to the Company, and the Company issued the common stock resulting from the conversion and delivered certificates evidencing the same to Philips B.V. Thereafter, the parties filed a Stipulation and Order of Dismissal, and on March 8, 2004, the Court of Chancery granted a dismissal of the Litigation. The Stipulation and Order of Dismissal was with prejudice only with respect to the specific claims actually asserted in the action and only with respect to the specifically named parties.

        There are no material pending legal proceedings to which the Company is a party or of which any of the Company's property is subject.

Item 4.    Submission of Matters to a Vote of Security Holders.

        None.

11

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.

Market Information

        There is no established trading market for shares of NAVTEQ common stock; therefore, information with respect to the market prices of the common stock has been omitted. However, in connection with option grants pursuant to the Company's stock incentive plan, the Company's Board of Directors determined that the fair market value of the Company's Common Stock equaled $0.86 per share on December 22, 2003. See also "Item 3. Legal Proceedings" for information regarding the status of the litigation over the Current Market Price (as defined in the Company's Certificates of Designation for the Series A and Series B preferred stock) of the Company's common stock.

Holders

        As of December 31, 2003, 536 persons of record held shares of our common stock, 1,402 persons of record held employee stock options to acquire our common stock and 1 person of record held warrants to acquire our common stock. As of December 31, 2003, an aggregate of 115,189,531 shares of our common stock were subject to employee stock options and 47,380,000 shares of our common stock were subject to warrants.

Dividends

        We have never declared or paid any cash dividends on our capital stock. We currently intend to retain future earnings, if any, to finance the expansion of our business and do not expect to pay any cash dividends in the foreseeable future. In addition, the Company's wholly-owned operating subsidiary for North America may not pay any dividends with respect to any shares of any class of its capital stock in accordance with such subsidiary's revolving credit agreement, which restriction, along with other restrictions contained in the revolving credit agreement, materially limit the Company's ability to pay dividends on its common stock. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion, and in accordance with the revolving credit agreement.

Securities Authorized for Issuance Under Equity Compensation Plans

        See "Item 12. Security Ownership of Certain Beneficial Owners and Management" for information regarding the Company's securities authorized for issuance under equity compensation plans.

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Item 6.    Selected Financial Data.

        The following selected historical consolidated financial data as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003, have been derived from the audited consolidated financial statements of NAVTEQ, appearing elsewhere in this document. The following selected historical consolidated financial data as of December 31, 1999, 2000 and 2001 and for the years ended December 31, 1999 and 2000, have been derived from the audited consolidated financial statements of NAVTEQ, which are not included herein. The selected historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto appearing elsewhere in this document.

NAVTEQ CORPORATION AND SUBSIDIARIES
(In thousands, except per share amounts)

		Years Ended December 31,
		1999			2000		2001		2002		2003
Consolidated Statement of Operations Data:
Net revenue		$	51,088		82,195		110,431		165,849		272,623
Operating costs and expenses:
	Database licensing and production costs		72,862		79,548		82,343		92,499		125,841
	Selling, general and administrative expenses		57,168		53,966		56,979		63,422		83,024
Total operating costs and expenses			130,030		133,514		139,322		155,921		208,865
Operating income (loss)			(78,942	)	(51,319	)	(28,891	)	9,928		63,758
Other income (expense), net			(42,053	)	(58,249	)	(87,618	)	(668	)	6,543
Income (loss) before income taxes			(120,995	)	(109,568	)	(116,509	)	9,260		70,301
Income tax benefit (expense) (1)			—		—		—		(1,105	)	165,514
Net income (loss)			(120,995	)	(109,568	)	(116,509	)	8,155		235,815
Cumulative preferred stock dividends			—		—		(91,417	)	(110,464	)	—
Net income (loss) applicable to common stockholders		$	(120,995	)	(109,568	)	(207,926	)	(102,309	)	235,815
Earnings (loss) per share of common stock:
Basic		$	(0.32	)	(0.28	)	(0.52	)	(0.17	)	0.20
Diluted		$	(0.32	)	(0.28	)	(0.52	)	(0.17	)	0.19
Weighted average shares used in per share computation:
Basic			380,653		396,664		398,178		594,242		1,176,865
Diluted			380,653		396,664		398,178		594,242		1,226,303
Other Data:
	Depreciation and amortization	$	3,345		5,193		8,541		10,563		12,030
	Amortization of goodwill		11,677		—		—		—		—
	Capital expenditures		(2,697	)	(18,162	)	(15,892	)	(12,183	)	(19,235	)

		December 31,
		1999			2000		2001	2002	2003
Consolidated Balance Sheet Data (at end of period):
	Total assets	$	22,220		51,263		62,476	80,327	325,185
	Long-term debt(2)		237,632		339,733		—	—	—
	Total stockholders' equity (deficit)(2)		(259,360	)	(345,908	)	3,571	11,237	217,911

(1)

During 2003, the valuation allowance on deferred tax assets was reversed, resulting in a benefit of $168,752.

(2)

The Company's outstanding borrowings with Philips were extinguished in exchange for preferred stock during 2001.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

(Amounts in thousands, except per share amounts)

        You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this document. Certain information contained in this discussion and analysis and presented elsewhere in this document, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risk and uncertainties. In evaluating these statements, you should specifically consider the various risk factors identified in NAVTEQ's Registration Statement on Form 10, as amended, File No. 0-21323, that could cause results to differ materially from those expressed in such forward-looking statements.

Overview.

        NAVTEQ Corporation is a leading provider of digital map information and related software and services used in a wide range of navigation, mapping and geographic-related applications, including products and services that provide maps, driving directions, turn-by-turn route guidance, fleet management and tracking and geographic information systems. These products and services are provided to end users by our customers on various platforms, including: self-contained hardware and software systems installed in vehicles; personal computing devices, such as personal digital assistants and cell phones; server-based systems, including internet and wireless services; and paper media. We market our products to vehicle manufacturers, automotive electronics manufacturers, developers of advanced transportation applications, developers of geographic-based information products and services, location-based service providers and other product and service providers. Prior to the year ended December 31, 2002, we had been unprofitable on an annual basis since our inception, and, as of December 31, 2003, we had an accumulated deficit of $521,780.

Revenue

        We generate revenue primarily through the licensing of our database in North America and Europe. Revenue grew 50.2% and 64.4% in 2002 and 2003, respectively, as compared to the prior year. The largest portion of our revenue comes from digital map data used in self-contained hardware and software systems installed in vehicles. We believe that there are two key market factors that affect our performance with respect to this revenue: the number of automobiles sold for which navigation systems are either standard or an option ("adoption") and the rate at which car buyers select navigation systems as an option ("take-rate").

        The adoption of navigation systems in automobiles and the take-rates have increased during recent years and we expect that these will continue to increase for at least the next few years as a result of market acceptance by our customers of products and services that use our database. As the adoption of navigation systems in an automobile and the take-rates increase, we believe each of these can have a positive effect on our revenue subject to our ability to maintain our license fee structure and customer base.

        In addition, the market for products and services that use the NAVTEQ database is evolving, and we believe that much of our future success depends upon the development of markets for a wider variety of products and services that use our database. This includes growth in personal navigation devices, personal digital assistants, cell phones, the Internet and other services that use navigation data. Our revenue growth is driven by the rate at which consumers and businesses purchase these products and services, which in turn is affected by the availability and functionality of products and services. We believe that both of these factors have increased in recent years and will continue to increase for at least the next few years. However, even if such products and services continue to be developed and marketed by our customers and gain market acceptance, we may not be able to license the database at

14

prices that will result in our ability to maintain profitable operations. Moreover, the market for map information is highly competitive, and competitive pressures in this area may result in price reductions for our database, which could materially adversely affect our business and prospects.

Operating Expenses

        Our operating expenses are comprised of database licensing and production costs and selling, general and administrative expenses. Database licensing and production costs primarily include the purchase and licensing of source maps and employee compensation related to the construction of our database. The major steps in the construction of our database are:

•

Source Identification and Evaluation.    We use our embedded field staff's local knowledge to identify local and regional private and public sources that provide information on the road network data. Source data is evaluated for quality and consistency through direct observation. Variable elements (depending on quality) are then integrated to create a skeleton road network that can be used to optimize driving plans.



•

Source Normalization.    After local quality assessments, source data is then cleaned and modified to meet a common NAVTEQ format requirement.



•

Data Collection.    Using proprietary tools and processes, we gather complex geographic data, street name information and navigation information or attributes (e.g., barriers, one-way restrictions, turn restrictions and other driving rules) by direct observation using our field staff.



•

Attribute Integration and Linkage.    We use our proprietary technologies and methods to convert the data that we have collected into our database according to our specifications. The method is to create a geometric base of elements that represent objects in the real world and then to apply additional data, such as street names and addresses, postal codes, and one-way road information.



•

Data Validation.    Throughout the data entry process, hundreds of validation tests automatically check the accuracy of the data, indicating when field verification through direct observation is needed for resolution. This is complemented by monthly reports monitoring data quality and randomly selected geographic areas that undergo ISO-certified on-site field testing.



•

Data Maintenance.    We use our field staff's network of local and regional contacts to identify changes or additions to the road network. We then integrate areas requiring updates or changes to the database into on-going data-collection drive plans in order to capture the specific attribution required for navigation through direct observation.

        Selling, general and administrative expenses primarily include employee compensation, marketing, facilities, and other administrative expenses. Our operating expenses have increased as we have made investments related to the development, improvement and commercialization of our database. Our operating expenses grew 11.9% and 34.0% in 2002 and 2003, respectively, as compared to the prior year. We anticipate that operating expenses will continue to increase as our growth and development activities continue, including further development and enhancement of the NAVTEQ database and increasing our sales and marketing efforts.

Income Taxes

        As of December 31, 2003, we had U.S. net operating loss carryforwards for Federal and state income tax purposes of approximately $201,737 and $78,144, respectively. The difference between the Federal and state loss carryforwards results primarily from a 50% limitation on California loss carryforwards, capitalized research and development costs for California income tax purposes and a five-year limit on California net operating loss carryforwards. Net operating loss carryforwards are available to reduce future taxable income subject to expiration. Various amounts of our net operating

15

loss carryforwards expire, if not utilized, each year until 2023. The following table details the timing of the expiration of our net operating loss carryforwards:

Year of expiration	Federal net operating loss carryforwards		State net operating loss carryforwards
2004	$	—	1,472
2005		—	2,907
2006		—	601
2007		—	713
2008		15,492	346
Thereafter through 2023		186,245	72,105
	$	201,737	78,144

        We also have net operating loss carryforwards in Europe and Canada of approximately $258,956 and $1,407, respectively. The European loss carryforwards have no expiration date and the Canadian loss carryforwards generally have a seven-year carryforward period.

        Prior to 2003, we had fully provided a valuation allowance for the potential benefits of the aforementioned net operating loss carryforwards and interest expense carryforwards as we believed it was more likely than not that the benefits would not be realized. During 2003, we reversed the valuation allowance related to the net operating loss carryforwards and other temporary items as we believe it is now more likely than not that we will be able to use the benefit to reduce future tax liabilities. The reversal resulted in recognition of an income tax benefit of $168,752 in 2003 and an increase in the deferred tax asset on the consolidated balance sheet. In future years, we expect to record a full income tax provision on our pretax income.

        In addition, we have U.S. interest expense carryforwards for both Federal and state income tax purposes of approximately $215,963. We have fully reserved the interest expense carryforwards as it is more likely than not that the benefits will not be realized.

Cash and Liquidity

        As of December 31, 2003, our balance of cash, cash equivalents and cash on deposit with Koninklijke Philips Electronics N.V. ("Philips") (See "Liquidity and Capital Resources") was $67,289, an increase of $47,862 from the balance at the end of 2002. In addition, we have generated positive cash flow from operations for the past eight quarters.

Material Concentrations

        Material portions of our revenues and expenses have been generated by our European operations, and we expect that our European operations will account for a material portion of our revenues and expenses in the future. Substantially all of our international expenses and revenue are denominated in foreign currencies, and fluctuations in the value of those currencies in relation to the U.S. dollar have caused and will continue to cause dollar-translated amounts to vary from one period to another. Historically, we had not engaged in activities to hedge our foreign currency exposures. On April 22, 2003, we entered into a foreign currency derivative instrument to hedge certain foreign currency exposures related to intercompany transactions. See "Item 7A—Quantitative and Qualitative Disclosures About Market Risk." Revenues derived from our European operations in 2001, 2002 and 2003 accounted for approximately 64.0%, 68.2%, and 66.4%, respectively, of our total revenue.

        In addition, material portions of our revenue have been generated by a small number of customers, and we expect that a small number of customers will account for a material portion of our revenue in the future. Approximately 29% of our revenue for the year ended December 31, 2003 was

16

from two customers, accounting for 18% and 12%, respectively, of our revenue. Approximately 28% of our revenue for the year ended December 31, 2002 was from two customers, accounting for 15% and 13%, respectively, of our revenue. Approximately 30% of our revenue for the year ended December 31, 2001 was from two customers, accounting for 19% and 11%, respectively, of our revenue.

Critical Accounting Estimates.

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and make various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that, of the significant policies used in the preparation of our consolidated financial statements (see Note 1 of Notes to Consolidated Financial Statements), the following are critical accounting estimates, which may involve a higher degree of judgment and complexity.

Revenue Recognition

        We derive a substantial majority of our revenue from licensing our database. We also generate revenue from professional services. Revenue is recognized net of provisions for estimated uncollectible amounts and anticipated returns. Database licensing revenue includes revenue that is associated with nonrefundable minimum licensing fees, license fees from usage (including license fees in excess of nonrefundable minimum fees), recognition of prepaid licensing fees from our distributors and customers and direct sales to end users.

        Nonrefundable minimum annual licensing fees are received upfront and represent a minimum guarantee of fees to be received from the licensee (for sales made by that party to end users) during the period of the arrangement. We generally cannot determine the amount of up-front license fees that have been earned during a given period until we receive a report from the customer. Accordingly, we amortize the total up-front fee paid by the customer ratably over the term of the arrangement. When we determine that the actual amount of licensing fees earned exceeds the cumulative revenue recognized under the amortization method (because the customer reports licensing fees to us that exceed such amount), we recognize the additional licensing revenues.

        License fees from usage (including license fees in excess of the nonrefundable minimum fees) are recognized in the period in which they are reported by the customer to us. Prepaid licensing fees are recognized in the period in which the distributor or customer reports that it has shipped our database to the end user. Revenue for direct sales is recognized when the database is shipped to the end user.

        Revenues from licensing arrangements consisting of an original database plus a database update are allocated equally to the two shipments of our database to the customer. We do not sell database updates to our existing customers at a reduced price, so the database update is considered to have a value equal to the original database provided under such arrangements. Licensing arrangements that entitle the customer to unspecified updates over a period of time are recognized as revenue ratably over the period of the arrangement.

Allowance for Doubtful Accounts

        We record allowances for estimated losses from uncollectible accounts based upon specifically identified amounts that we believe to be uncollectible. In addition, we record additional allowances

17

based on historical experience and our assessment of the general financial condition of our customer base. If our actual collections experience changes, revisions to our allowances may be required. We have a number of customers with individually large amounts due at any given balance sheet date. Any unanticipated change in the creditworthiness of one of these customers or other matters affecting the collectibility of amounts due from such customers could have a material adverse affect on our results of operations in the period in which such changes or events occur.

Database Licensing, Production and Software Development Costs

        We have invested significant amounts in creating and updating our database and developing related software applications for internal use. Database licensing and production costs consist of database creation and updating, database licensing and distribution, and database-related software development. Database creation and updating costs are expensed as incurred. These costs include the direct costs of database creation and validation, costs to obtain information used to construct the database, and ongoing costs for updating and enhancing the database content. Database licensing and distribution costs include the direct costs related to reproduction of the database for licensing and per-copy sales and shipping and handling costs. Database-related software development costs consist primarily of costs for the development of software as follows: (i) applications used internally to improve the effectiveness of database creation and updating activities, (ii) enhancements to internal applications that enable our core database to operate with emerging technologies, and (iii) applications to facilitate customer use of our database. Costs of internal-use software are accounted for in accordance with AICPA Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Accordingly, certain application development costs relating to internal-use software have been capitalized and are being amortized on a straight-line basis over the estimated useful lives of the assets, generally four to five years. It is possible that our estimates of the remaining economic life of the technology could change from the current amortization periods. In that event, impairment charges or shortened useful lives of internal-use software could be required.

Impairment of Long-lived Assets

        As of December 31, 2002 and December 31, 2003, our long-lived assets consisted of property and equipment and internal-use software. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required in determining the fair value of our long-lived assets to measure impairment, including projections of future discounted cash flows.

Realizability of Deferred Tax Assets

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences, as determined pursuant to Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management's evaluation of the realizability of deferred tax assets must consider both positive and negative evidence, and the weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. We have generated significant taxable losses since our inception, and prior to the year ended December 31,

18

2003, management had concluded that a valuation allowance against substantially all of our deferred tax assets was required. For the year ended December 31, 2003, both our European and U.S. operations generated taxable income. During 2003, we assessed the realizability of our deferred tax assets by weighing both positive and negative evidence. Positive evidence included our projections of our future operating results that indicate that we will be able to generate sufficient taxable income to fully realize the benefits of our existing loss carryforwards before they expire. However, we cannot assure you that we will continue to experience taxable income in some or all of the jurisdictions in which we do business. Negative evidence included the likelihood of increased competition and the loss of a large customer. As a result, management has determined that sufficient objective evidence exists to conclude that it is now more likely than not that a portion of the deferred tax assets will be realized. Accordingly, we have reversed the valuation allowance related to net operating loss carryforwards and other temporary items in Europe and the United States, resulting in the recognition of an income tax benefit of $168,752 in 2003. As of December 31, 2003, the remaining estimated total valuation allowance for deferred tax assets is $85,439 related to interest expense carryforwards and Canadian net operating loss carryforwards. In addition, future changes in tax benefit expectations might result in the need for a contingency reserve. In future years, we will record a full income tax provision on our pretax income.

Results of Operations.

Comparison of Years Ended December 31, 2002 and 2003

        Operating Income, Net Income and Net Income (Loss) Per Share of Common Stock.    Our operating income increased from $9,928 in 2002 to $63,758 in 2003, due primarily to our revenue growth in 2003. Our net income increased from $8,155 in 2002 to $235,815 in 2003, due primarily to our revenue growth combined with the $168,752 effect of the reversal of the valuation allowance on our deferred tax assets related to net operating loss carryforwards and other temporary items. In 2002, net loss applicable to common stockholders was $(102,309), which included a reduction of $110,464 from net income related to the cumulative preferred stock dividends on the preferred stock issued to Philips during the first quarter of 2001 in exchange for the extinguishment of debt and these shares were converted into common stock during the fourth quarter of 2002. Basic net income (loss) per share of common stock changed from a loss per share of $(0.17) in 2002 to income per share of $0.20 in 2003. Diluted net income (loss) per share of common stock changed from loss per share of $(0.17) in 2002 to income per share of $0.19 in 2003.

        The following table highlights changes in selected line items, which are material to our results of operations. An analysis of the factors affecting each line is provided in the paragraphs that appear after the table. In addition, the percentage change for Other income (expense) and Income tax benefit (expense) as compared to the prior year is not specified below. We believe that these percentages are not meaningful since the changes are unusually large due to items more fully described in the narrative section for each.

	2002			2003	Change	% Change
Revenue	$	165,849		272,623	106,774	64.4	%
Database licensing and production costs		92,499		125,841	33,342	36.0	%
Selling, general and administrative expenses		63,422		83,024	19,602	30.9	%
Other income (expense)		(668	)	6,543	7,211
Income tax benefit (expense)		(1,105	)	165,514	166,619

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        Revenues.    The increase in total revenues was due to a significant increase in database licensing, resulting primarily from increased sales to existing customers. Growth occurred in all geographic regions in 2003, as North American revenues increased 73.6% from $52,807 in 2002 to $91,664 in 2003, and European revenues increased 60.1% from $113,042 in 2002 to $180,959 in 2003. North American and European revenue both increased primarily due to the increase in unit sales to vehicle navigation system vendors and OEMs during 2003. Foreign currency translation increased revenues within the European operations by approximately $27,700 during 2003 due to the strengthening of the euro. Approximately 28% of our revenues in 2002 came from two customers (accounting for 15% and 13% of total revenues, respectively), while approximately 29% of our revenues for 2003 came from two customers (accounting for 18% and 12% of total revenues, respectively).

        Database Licensing and Production Costs.    The increase in database licensing and production costs was due primarily to increased production costs from database licensing revenue growth and our continued investment in updating, improving, and maintaining the coverage of our database, as well as increased efforts related to technological enhancements to our database in both North America and Europe. In addition, there was an unfavorable foreign currency translation effect within European operations of approximately $8,900 due to the strengthening euro. Reducing these expenses was the capitalization of $10,027 and $9,966 of development costs for internal-use software in 2002 and 2003, respectively.

        Selling, General and Administrative Expenses.    The increase in selling, general and administrative expenses was due primarily to our investments in growing the size of our worldwide sales force and marketing initiatives to expand the breadth of our product offerings and to diversify our customer base. Also contributing to the increase were expenses related to improving our infrastructure to support future growth plus an unfavorable foreign currency translation effect within European operations of approximately $4,400 due to the strengthening euro.

        Other Income (Expense).    As of January 1, 2003, the U.S. dollar denominated intercompany loan obligation of one of our European subsidiaries to the Company and one of its North American subsidiaries was re-classified from a permanent advance to an obligation that management intends to settle. This change in classification was based on management's intention that the loan be repaid in full and on the ability of the European subsidiary to repay the loan. In accordance with SFAS No. 52, "Foreign Currency Translation," the foreign currency gain resulting from the change in the U.S. dollar/euro exchange rate during the period from January 1, through December 31, 2003 is reflected as a component of other income (expense). For the year ended December 31, 2003, we recognized a net foreign currency gain of $6,174, consisting of $29,546 in foreign currency transaction gains primarily due to the impact of the strengthening of the euro on the U.S. dollar denominated intercompany loan offset by $21,997 in foreign currency derivative losses and $1,375 of net interest expense related to the foreign currency derivative (See Note 10 of Notes to Consolidated Financial Statements). Interest expense decreased by $806 due to the settlement of an interest bearing refundable deferred licensing advance in 2002.

        Income Tax Benefit (Expense).    The benefit in 2003 was primarily due to the reversal of the valuation allowance on deferred tax assets related to net operating loss carryforwards. During 2003, we determined that it was more likely than not that we would be able to realize the benefit of the net operating loss carryforwards in Europe and the United States. The reversal of the valuation allowance together with the recognition of changes in other temporary differences resulted in our recording of a deferred income tax benefit of $168,752 and the recognition of a corresponding net deferred tax asset on our consolidated balance sheet. Current tax expense of $1,105 and $3,238 in 2002 and 2003, respectively, related to various foreign countries where we do not have tax loss carryforwards as well as $400 arising from a tax audit during 2002. The remaining foreign operations did not incur income tax expense in 2002, because taxable income was applied against available loss carryforwards. No income tax benefit was recorded for our domestic losses during 2002, because a full valuation allowance was recorded against our net deferred tax assets in the United States.

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Comparison of Years Ended December 31, 2001 and 2002

        Operating Income (Loss), Net Income (Loss) and Net Loss Per Share of Common Stock.    Our operating loss decreased from $(28,891) in 2001 to $9,928 of operating income in 2002, due primarily to our revenue growth in 2002. Our net loss decreased from $(116,509) in 2001 to $8,155 of net income in 2002, primarily because the 2001 results included a $(69,568) loss from the extinguishment of debt that we incurred in connection with the exchange of the shares of our preferred stock for our outstanding indebtedness to Philips and $17,053 of interest charges related to the debt outstanding prior to the exchange. Basic and diluted net loss per share of common stock decreased from $(0.52) in 2001 to $(0.17) in 2002. This change primarily reflects the impact of our improved operating results, reduced interest expense and no debt extinguishment costs in 2002. In addition, the cumulative preferred stock dividends of $91,417 and $110,464 in 2001 and 2002, respectively, on the preferred stock issued to Philips during the first quarter of 2001 in exchange for the extinguishment of debt also affected the reported results on a per share basis.

        The following table highlights changes in selected line items, which are material to our results of operations. An analysis of the factors affecting each line is provided in the paragraphs that appear after the table. In addition, the percentage change for Other expense and Income tax expense as compared to the prior year is not specified below. We believe that these percentages are not meaningful since they are unusually large due to items more fully described in the narrative section for each.

	2001			2002		Change		% Change
Revenue	$	110,431		165,849		55,418		50.2	%
Database licensing and production costs		82,343		92,499		10,156		12.3	%
Selling, general and administrative expenses		56,979		63,422		6,443		11.3	%
Other expense		(87,618	)	(668	)	86,950
Income tax expense		—		(1,105	)	(1,105	)

        Revenues.    The increase in total revenues was due to a significant increase in database licensing, resulting primarily from increased sales to existing customers. Growth occurred in all geographic regions in 2002, as North American revenues increased 32.7% from $39,796 in 2001 to $52,807 in 2002, and European revenues increased 60.0% from $70,635 in 2001 to $113,042 in 2002. North American and European revenue was positively affected by the increase in unit sales to vehicle navigation system vendors and OEMs during 2002. Foreign currency translation increased revenues within the European operations by approximately $11,700 during 2002 due to the strengthening of the euro against the U.S. dollar. Approximately 38% of our revenues in 2001 came from three customers (accounting for 19%, 11%, and 8% of total revenues, respectively), while approximately 36% of our revenues for 2002 came from three customers (accounting for 15%, 13%, and 8% of total revenues, respectively).

        Database Licensing and Production Costs.    The increase in database licensing and production costs was due primarily to the increased database licensing and production costs from increased revenue and, to a lesser extent, a $2,114 net write-down for impairment of internal-use software during 2002. The remaining increase was due to our continued investment in updating, improving, and maintaining the coverage of our database as well as increased efforts related to technological enhancements to our database in both North America and Europe, plus an unfavorable foreign currency translation effect within European operations of approximately $3,900 due to the strengthening euro against the U.S. dollar. Reducing these expenses was the capitalization of $10,773 and $10,027 of development costs for internal-use software in 2001 and 2002, respectively, in accordance with SOP 98-1.

        Selling, General and Administrative Expenses.    The increase in selling, general and administrative expenses was due primarily to our investments in growing the size of our worldwide sales force and marketing initiatives, and in improving our infrastructure to support future growth plus an unfavorable

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foreign currency translation effect within European operations of approximately $1,800 due to the strengthening of the euro against the US dollar.

        Other Expense.    The decrease was due primarily to the reduction of our indebtedness during the first quarter of 2001 through the exchange of shares of our Series A and Series B preferred stock for our outstanding borrowings from Philips. This transaction resulted in a charge of $69,568 in 2001 related to the debt extinguishment. In addition, in the first quarter of 2001, we recorded interest expense of $17,053 on debt outstanding prior to the debt extinguishment.

        Income Tax Expense.    The increase was primarily due to current taxes payable in various foreign countries where we do not have tax loss carryforwards, as well as an additional provision of $400 arising from a tax audit during 2002. The remaining foreign operations did not incur income tax expense in 2002, because taxable income was applied against available loss carryforwards. No income tax benefit was recorded for domestic or foreign losses during 2001, because a full valuation allowance was recorded against our net deferred tax assets in all jurisdictions. No income tax benefit was recorded for our domestic losses during 2002, because a full valuation allowance was recorded against our net deferred tax assets in the United States.

Liquidity and Capital Resources.

        We have financed our operations through private placements of equity securities, borrowings from Philips and cash generated from operating income. As of December 31, 2003, cash and cash equivalents totaled $1,982, and we had $65,307 of cash on deposit with Philips N.V. (See Note 9 of Notes to Consolidated Financial Statements). Prior to 2002, we were substantially dependent upon Philips for funding. We entered into a stock purchase agreement with Philips dated as of March 29, 2001, pursuant to which Philips converted an aggregate of $442,954 of our indebtedness to Philips into approximately 1,696 shares of our Series A cumulative convertible preferred stock and approximately 42,600 shares of our Series B cumulative convertible preferred stock. In conjunction with the closing of the stock purchase agreement, Philips purchased 710 additional shares of Series A preferred stock for $7,100. Philips also purchased an additional 1,600 shares of Series A preferred stock for $16,000 after the closing in 2001 in accordance with the agreement. The Series A and Series B preferred stock were converted to common stock as of October 1, 2002. See "Item 3.—Legal Proceedings" for the status of the litigation with respect to the conversion of the preferred stock to common stock.

        On November 10, 2003 we obtained, through our operating subsidiary for North America, a bank revolving line of credit that is scheduled to mature on November 8, 2004. Pursuant to the terms of the line of credit, we may borrow up to $15,000 at an interest rate of either U.S. LIBOR plus 1% or the greater of the prime rate or the Federal funds rate plus ¹/2 of 1%. We are required to pay to the bank a quarterly facility fee of 37.5 basis points per annum on the average daily unused commitment. As of December 31, 2003, there were no borrowings on the line of credit.

        The following table presents a trend of cash flows from operations for the three months ended:

	2002
						2003
				Sept. 29,
	Mar. 31,		June 30,		Dec. 31,	Mar. 31,	June 29,	Sept. 28,	Dec. 31,
Cash flow from operations	$	1,354	3,369	8,686	8,825	3,320	23,032	17,514	22,082

        Over the past two years, our operations have continued to produce significant positive cash flows. The cash flows have been driven by increased demand for our products and our ability to deliver these products profitably and collect receivables from our customers effectively. These funds have allowed us to make investments required to grow the business and provide additional cash to invest. We have entered into deposit agreements with Philips for optimizing the returns on the temporary excess cash. As of December 31, 2003, we have $65,307 on deposit with Philips, which amounts are available to us.

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        The following tables present our contractual cash obligations and commercial commitments as of December 31, 2003:

Payments due by Period

Contractual Cash Obligations	Total		1 year or less	1-3 years	4-5 years	After 5 years
Operating leases	$	37,757	11,976	15,822	6,343	3,616
Long-term source material obligations		1,185	349	673	163	—
Total contractual cash obligations	$	38,942	12,325	16,495	6,506	3,616

Amount Expiring Per Period

Commercial Commitments	Total		1 year or less	1-3 years	4-5 years	After 5 years
Standby letter of credit	$	1,428	286	571	571	—
Total commercial commitments	$	1,428	286	571	571	—

        We do not have any off-balance sheet arrangements, other than the operating leases identified in the table above. In addition to operating lease commitments for our facilities, we currently have an obligation to pay upon demand long-term source material obligations of $1,185, which are payable based upon future revenues generated from our licensing of our database containing the source material. The long-term source material obligations are reported in other long-term liabilities on our consolidated balance sheet. We also have a contingent obligation to repay a $1,428 reducing standby letter of credit commitment supporting a facility lease.

        As of December 31, 2003, we believe that our current cash resources on hand, temporary excess cash deposited with Philips, and cash flows from operations, together with the funds available from the revolving line of credit will be adequate to satisfy our anticipated working capital needs and capital expenditure requirements at our current level of operations for at least the next twelve months. We do, however, consider additional debt and equity financing from time to time and may enter into such financings in the future.

        Cash and cash equivalents decreased by $7,445 during the year ended December 31, 2003. If we included our aforementioned amounts on deposit with Philips N.V., which are highly liquid, our cash and cash equivalents balance would have increased $47,862 during 2003 to a balance of $67,289. The changes in cash and cash equivalents for the three years ended December 31 are as follows:

	2001			2002		2003
Cash provided by (used in) operations	$	(11,501	)	22,234		65,948
Cash used in investing activities		(20,892	)	(17,183	)	(74,542	)
Cash provided by (used in) financing activities		32,595		(3,923	)	288
Effect of exchange rates on cash		(212	)	793		861
Increase (decrease) in cash and cash equivalents	$	(10	)	1,921		(7,445	)

Operating Activities

        For each of the past three fiscal years, net cash provided by operating activities has increased significantly. The improved operating cash flows have been primarily the result of improved operating results driven by increased demand for our products. The growth in our operating assets and liabilities has coincided with the profitable growth in our business.

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Investing Activities

        Cash used in investing activities has primarily consisted of capitalized costs related to software developed for internal use, amounts placed on deposit with Philips, and capital expenditures. We have experienced temporary excess funds that were provided from operations for all or parts of the last three fiscal years. We have put those funds on deposit with Philips for the purpose of optimizing our returns on those funds. The net increases in our deposits were $5,000, $5,000 and $55,307 for 2001, 2002 and 2003, respectively.

        Costs for software developed for internal use have been capitalized in accordance with SOP 98-1 and are related to applications used internally to improve the effectiveness of database creation and updating activities, enhancements to internal applications that enable our core database to operate with emerging technologies and applications to facilitate usage of our map database by customers. Capitalized costs totaled $10,773, $10,027, and $9,966 for 2001, 2002 and 2003, respectively. In 2004, we expect the capitalized costs related to software developed for internal use to be approximately $8,000 to $12,000.

        We have continued to invest in property and equipment to meet the demands of growing our business by expanding our facilities and providing the necessary infrastructure. Capital expenditures totaled $5,119, $2,156 and $9,269 during 2001, 2002 and 2003, respectively. In 2004, we expect capital expenditures to be approximately $8,000 to $12,000.

Financing Activities

        As we have produced sufficient cash flows to fund our operating and investing activities, our need for financing has diminished. During 2001, loans from Philips provided $16,600 of cash and issuance of our preferred stock, net of issuance costs, to Philips provided cash of $22,600. There were no loans from, or issuance of our preferred stock to, Philips in 2002 or 2003. The $6,770 and $4,000 repayments of a refundable licensing advance were the primary uses of cash in financing activities for the years ended December 31, 2001 and 2002, respectively.

New Accounting Pronouncements.

        On April 30, 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. SFAS No. 145 was effective for fiscal years beginning after May 15, 2002. We adopted SFAS No. 145 on January 1, 2003, at which time the extraordinary loss on early extinguishment of debt that was incurred during 2001 was reclassified as a component of other income (expense) in our consolidated statements of operations.

        In November 2002, the FASB issued Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on our consolidated financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002.

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        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure", an amendment of FASB Statement No. 123. This Statement amends FASB Statement No. 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. The required disclosures are included in the notes to our consolidated financial statements.

        In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. We will be required to apply FIN 46R to variable interests in VIEs created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. We do not believe that adoption will have a material effect on our consolidated financial statements.

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends SFAS No. 133 to provide clarification on the financial accounting and reporting of derivative instruments and hedging activities. Adoption did not affect our financial condition or results of operations.

        FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, was issued in May 2003. This Statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The Statement also includes required disclosures for financial instruments within its scope. For us, the Statement was effective for instruments entered into or modified after May 31, 2003 and otherwise will be effective as of January 1, 2004, except for mandatorily redeemable financial instruments. For certain mandatorily redeemable financial instruments, the Statement will be effective for us on January 1, 2005. The effective date has been deferred indefinitely for certain other types of mandatorily redeemable financial instruments. We currently do not have any financial instruments that are within the scope of this Statement.

        In May 2003, the Emerging Issues Task Force ("EITF") reached a consensus on Issue 01-08, "Determining Whether an Arrangement Contains a Lease." Issue 01-08 provides guidance on how to determine whether an arrangement contains a lease that is within the scope of FASB Statement No. 13, "Accounting for Leases." The guidance in Issue 01-08 is based on whether the arrangement conveys to the purchaser (lessee) the right to use a specific asset. Issue 01-08 is effective for arrangements entered into or modified beginning in the fourth quarter of fiscal 2003. We have adopted Issue 01-08. Adoption did not have a material impact on our consolidated financial position and results of operations.

        In May 2003, the EITF reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables." Issue 00-21 provides guidance on how to recognize revenue for arrangements that have multiple deliverables. The guidance in 00-21 was effective for arrangements entered into in fiscal periods beginning after June 15, 2003. We have adopted the consensus reached in Issue 00-21. Adoption did not affect our financial condition or results of operations.

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        In November 2003, the EITF reached a consensus on Issue 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." Issue 03-1 requires certain disclosures related to debt and marketable equity securities that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. We have adopted the consensus reached in Issue 03-1. Adoption did not affect our financial condition, results of operations or related disclosures.

        In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104 updates the guidance in SAB 101, "Revenue Recognition in Financial Statements", integrates the related set of Frequently Asked Questions, and recognizes the role of EITF Issue 00-21 in revenue recognition. We have adopted the guidance in SAB 104. Adoption did not affect our financial condition or results of operations.

        In December 2003, the FASB re-issued SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS No. 132 requires additional disclosures to those required in the original SFAS No. 132 related to defined benefit plans. We have adopted the guidance in SFAS No. 132. Adoption did not affect our financial condition, results of operations or related disclosures.

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Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

        We invest our cash in highly liquid cash equivalents. We do not believe that our exposure to interest rate risk is material to our results of operations.

        Material portions of our revenues and expenses have been generated by our European operations, and we expect that our European operations will account for a material portion of our revenues and expenses in the future. In addition, substantially all of our expenses and revenues related to our international operations are denominated in foreign currencies, principally the euro.

        We are also subject to foreign currency exposure between the U.S. dollar and the euro on the expected repayment of an intercompany obligation. The intercompany balance is payable by one of our European subsidiaries to the Company and one of its U.S. subsidiaries, and is due in U.S. dollars. Through December 31, 2002, this intercompany balance was considered permanent in nature, as repayment was not expected to occur in the foreseeable future. However, primarily as a result of improved operating performance in our European business, cash flows are anticipated to be sufficient to support repayment over the next several years. Accordingly, effective January 1, 2003, the loan was no longer designated as permanent in nature.

        Historically, we had not engaged in activities to hedge our foreign currency exposures. On April 22, 2003, we entered into a U.S. dollar/euro currency swap agreement (the "Swap") with Philips N.V. (the parent company of our majority stockholder) to minimize the exchange rate exposure between the U.S. dollar and the euro on the expected repayment of the intercompany obligation. The Swap was not designated for hedge accounting. Under the terms of the Swap, the Company's European subsidiary will make payments to Philips N.V. in euros in exchange for the U.S. dollar equivalent at a fixed exchange rate of $1.0947 U.S. dollar/euro. The U.S. dollar proceeds obtained under the Swap will be utilized to make payments of principal on the intercompany loan. The outstanding principal balance under the intercompany loan was $187.1 million at April 22, 2003. The Swap has a maturity date of December 22, 2006 and provides for settlement on a monthly basis in proportion to the repayment of the intercompany obligation. As of December 31, 2003, the outstanding intercompany obligation (net of payments) was $159.2 million.

        For purposes of specific risk analysis, we use sensitivity analysis to determine the effects that market risk exposures may have on the fair value of our Swap. The foreign currency exchange risk is computed based on the market value of future cash flows as affected by the changes in the rates attributable to the market risk being measured. The sensitivity analysis represents the hypothetical changes in value of the hedge position and does not reflect the opposite gain or loss on the underlying transaction. As of December 31, 2003, a 10% decrease in the value of the euro against the U.S. dollar with all other variables held constant would result in a decrease in the fair value of our Swap liability of $18.3 million, while a 10% increase in the value of the euro against the U.S. dollar would result in an increase in the fair value of our Swap liability of $18.3 million.

Item 8.    Financial Statements and Supplementary Data.

        See Financial Statements beginning on page F-1 following the Exhibit Index and the Financial Statement Schedule on page F-31.

Item 9.    Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.

        Not applicable.

Item 9A.    Controls and Procedures.

        Disclosure Controls and Procedures. The Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined

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pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934), based on their evaluation of such controls and procedures as of the end of the period covered by this report, are effective to ensure that information required to be disclosed by the Company in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

        Internal Control over Financial Reporting. There have been no changes in the Company's internal control over financial reporting identified in connection with management's evaluation that occurred during the Company's last fiscal quarter (i.e. the fourth quarter of 2003) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART III

Item 10.    Directors and Executive Officers.

Executive Officers and Directors.

        Our executive officers and directors and their ages, as of December 31, 2003, are as follows:

Name	Age	Position(s)(6)
Executive officers and directors:
Judson C. Green(1)	51	President, Chief Executive Officer and Director
David B. Mullen	53	Executive Vice President and Chief Financial Officer
Denis M. Cohen	63	Executive Vice President, Sales Europe
John K. MacLeod	46	Executive Vice President, Global Marketing and Strategy
Winston Guillory, Jr.	47	Senior Vice President, North America Sales
Richard E. Shuman	52	Vice President, Asia Pacific Sales
Lawrence D. Chesler	66	Senior Vice President, Corporate Affairs and Corporate Secretary
M. Salahuddin Khan	51	Senior Vice President, Technology & Development and Chief Technology Officer
Mary D. Hardwick	44	Vice President, Quality
Lawrence M. Kaplan	40	Vice President and General Counsel
Christine C. Moore	54	Vice President, Human Resources
Non-management directors:
Richard J. A. de Lange(2)(3)(5)	58	Director-Chairman
T. Russell Shields(4)	62	Director
William E. Curran(7)	55	Director
Wilhelmus C. M. Groenhuysen(2)(3)(5)	46	Director
Scott M. Weisenhoff(8)	49	Director
Dirk-Jan van Ommeren(2)(5)	53	Director

(1)

Serves as a member of the board of directors pursuant to the terms of his employment agreement.

(2)

Member of the Compensation Committee.

(3)

Member of the Audit Committee. The Board of Directors has determined that Mr. Groenhuysen is a financial expert, as defined in the instructions to Item 401(h)(1) of Regulation S-K. Mr. Groenhuysen is not independent, as defined by the National Association of Securities Dealers or the New York Stock Exchange.

(4)

Philips B.V., NavPart I B.V. and Maarten A.J.M. Scholtens, as escrow agent on behalf of NavPart II B.V., have each agreed that so long as Mr. Shields and his immediate family beneficially own 10% or more of the outstanding shares of common stock, each such stockholder and its respective controlled affiliates shall vote in favor of Mr. Shields' election to the board of directors. In

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addition, pursuant to the Separation Agreement with Mr. Shields, NAVTEQ agreed to use its best efforts to cause his election to the board of directors, so long as Mr. Shields and his family beneficially own 10% or more of the outstanding shares of common stock.

(5)

Pursuant to an agreement between Philips B.V. and NavPart I B.V., Philips B.V. has agreed that so long as NavPart I B.V. holds more than 10% of our common stock, Philips B.V. will vote its shares in support of electing two NavPart I B.V. designated directors to our board of directors and NavPart I B.V. has agreed that so long as Philips B.V. holds 25% or more of our common stock, NavPart I B.V. will vote its shares in support of electing three Philips designated directors to our board of directors. Currently, Mr. van Ommeren is the only NavPart I B.V. designated director and Messrs. de Lange, Weisenhoff and Groenhuysen are Philips-designated directors. Mr. Curran, who resigned in January 2004, was also a Philips-designated director.

(6)

All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

(7)

Mr. Curran resigned from the Company's Board of Directors and all committees effective January 2004.

(8)

Mr. Weisenhoff was elected to the Company's Board of Directors and Audit Committee in February 2004.

Executive Officers.

Judson C. Green

        Judson C. Green currently serves as our President and Chief Executive Officer and as a member of our Board of Directors. Mr. Green joined us in May 2000. Previously, Mr. Green was the President of Walt Disney Attractions, the theme park and resort segment of The Walt Disney Company, from August 1991 until December 1998, and Chairman from December 1998 until April 2000. Prior to his positions at Walt Disney Attractions, he served as Chief Financial Officer of The Walt Disney Company from December 1989 until August 1991.

David B. Mullen

        David B. Mullen serves as our Executive Vice President and Chief Financial Officer. Prior to joining us in December 2002, he was Chief Financial Officer of Allscripts Healthcare Solutions, Inc., a healthcare technology firm, from August 1997 to September 2002. From 1995 to 1997, Mr. Mullen was Chief Financial Officer of Enterprise Systems, a healthcare software company. Earlier he held several top management positions with CCC Information Services, a software and information services company serving the insurance industry, and spent a number of years in the audit and systems consulting practices of Ernst & Young LLP.

Denis M. Cohen

        Denis M. Cohen currently serves as our Executive Vice President, Sales Europe. Mr. Cohen joined us as President, Europe in 1997 and has also served as our Executive Vice President, Marketing and Sales for Europe and Japan. From 1993 until 1997, Mr. Cohen was with Thomas-CSF as General Manager of Subsidiaries and Sales Offices Network Worldwide for Components Applications.

John K. MacLeod

        John K. MacLeod currently serves as our Executive Vice President of Global Marketing and Strategy. Mr. MacLeod joined us in September 2000 as Executive Vice President, Marketing and Sales for North America and World Markets. From November 1999 until September 2000 he was an

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independent consultant. As of January 1996 and until November 1999, Mr. MacLeod was Senior Vice President—Development and Operations, Sony Retail Entertainment division of Sony Corporation of America, which division's principal business was location based entertainment.

Winston Guillory, Jr.

        Winston Guillory Jr. serves as our Senior Vice President of North American Sales and joined us in July 2003. Prior to joining us, Mr. Guillory worked from 1997 until 2002 in senior executive sales roles for Intermec Technologies, a leading provider of supply chain information products, services and technologies. Earlier he held senior sales positions with Weblink Wireless, Inc, a leading wireless company in North America, and Visual Information Technology (now Connectware, Inc.), a premier imaging company. Mr. Guillory spent the first nine years of his career at IBM in a variety of marketing and sales management roles.

Richard E. Shuman

        Richard E. Shuman serves as our Vice President of Asia-Pacific Sales. Mr. Shuman has been with us since 1987 and prior to his current position, Mr. Shuman held several other senior level positions, including General Manager, Vehicle Applications Europe and Senior Director, Automotive Business Development. Mr. Shuman joined us from Cellular Business Systems Inc., where he was Vice President of Operations from 1984 to 1987. Prior to that, he was Regional Manager for SEI Information Technology.

Lawrence D. Chesler

        Lawrence D. Chesler currently serves as our Senior Vice President of Corporate Affairs and Corporate Secretary. He joined us in November 1998 as Vice President and General Counsel. Prior to joining us, Mr. Chesler was a senior member of the Andersen Worldwide legal group from October 1995 to November 1998. Earlier he held vice president and general counsel positions with Directory & Operator Services Division of Northern Telecom, Inc., the U.S. subsidiaries of STC (Standard Telephone & Cable), plc, and Computer Consoles, Inc.

M. Salahuddin Khan

        M. Salahuddin Khan currently serves as our Senior Vice President, Technology & Development and Chief Technology Officer. Mr. Khan joined us in 1998 as Vice President, OEM Marketing. Previously Mr. Khan was at Computervision Corporation for nearly twenty years, most recently as Vice President, Research and Product Development.

Mary D. Hardwick

        Mary D. Hardwick currently serves as our Vice President, Quality. Dr. Hardwick joined us in 1993 and has held positions of increasing responsibility, most recently as Director of Planning, Worldwide Database Operations.

Lawrence M. Kaplan

        Lawrence M. Kaplan currently serves as our Vice President and General Counsel. Mr. Kaplan joined us in 1995 as our Director of Intellectual Property and became Vice President and General Counsel in January 2001. Previously, he was an attorney in private practice with the law firm of Brinks Hofer Gilson & Lione.

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Christine C. Moore

        Christine C. Moore currently serves as our Vice President, Human Resources. Ms. Moore joined us in June 2000. Previously, Ms. Moore was with The Walt Disney Company for almost 30 years, most recently as Director, Communications and Special Projects, for the Chairman of Disney's Theme Parks and Resorts Division. During her career with Disney, Ms. Moore held a variety of positions including General Manager, Human Resources, for the Disneyland Paris project, and Manager of Administration and Personnel for the Walt Disney World Resorts.

Non-Management Directors.

Richard J. A. de Lange

        Richard J. A. de Lange has served as a member of our board of directors since June 1996 and is the Chairman of the board of directors. He joined Philips Electronics Nederland B.V. in 1970 and held various positions of increasing responsibility within Philips until June, 2002. Since June 2002, Mr. de Lange has been an advisor to the Board of Royal Philips Electronics N.V. Mr. de Lange was Chairman and Chief Executive Officer of the board of management of Philips Electronics Nederland B.V. from October 1998 to June 2002. Beginning March 2003, Mr. de Lange is an advisor to the Board of United Pan-Europe Communications Inc. From March 1996 until March 2003, he was a member of the Supervisory Board of United Pan-Europe Communications N.V. Mr. de Lange is also a member of the Supervisory Board of the University of Amsterdam and Chairman of the Dutch Society of Industry and Commerce.

T. Russell Shields

        T. Russell Shields has served as a member of our board of directors since 1987. As of January 1996, and until October 1999, Mr. Shields was also our Chief Executive Officer. From November 1999 to January 2001 Mr. Shields was Executive Director of AMI-C. In addition, since January 2000, Mr. Shields has served as Principal of Ygomi, LLC. Mr. Shields is the chairman and principal stockholder of SEI Information Technology.

William E. Curran

        Prior to resigning from the Company's Board of Directors in January 2004, William E. Curran served as a member of our board of directors since April 1996. Since August 2002, he was Executive Vice President of Philips Medical Systems, a Philips affiliate. From July 1999 to August 2002, Mr. Curran was President and Chief Executive Officer of Philips Electronics North America Corporation ("Philips North America"), another Philips affiliate. From 1996 until October 1999, Mr. Curran was Senior Vice President, Chief Financial Officer of Philips North America. In addition, Mr. Curran has been a director of Philips North America since 1996. From March 1993 to February 1996, he was Chief Operating Officer of Philips Medical Systems, and from February 1987 to February 1996, Mr. Curran was Chief Financial Officer of Philips Medical Systems.

Wilhelmus C. M. Groenhuysen

        Wilhelmus C.M. Groenhuysen has served as a member of our board of directors since September 2003. Since August 2002, he has been Senior Vice President and Chief Financial Officer of Philips Electronics North America Corporation. From September 1997 until August 2002, Mr. Groenhuysen was Senior Vice President and CFO Of Philips Lighting's Lighting Electronics Business Group. From September 1994 until September 1997, he was Chief Financial Officer of Philips Electronics Thailand Ltd. Before that, Mr. Groenhuysen had various responsibilities within The Philips Electronics Group, since joining Philips in the Netherlands in 1987.

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Scott M. Weisenhoff

        Scott M. Weisenhoff has served as a member of our board of directors since February 2004. Since February 2003, he has been Executive Vice President and Chief Financial Officer of Philips Medical Systems, a medical diagnostic equipment supplier. From November 2001 until February 2003, Mr. Weisenhoff was Executive Vice President and Chief Financial Officer of Philips Components business. From August 1999 until November 2001, he was Executive Vice President and Chief Financial Officer of Philips' Domestic Appliances and Personal Care business. Before that, Mr. Weisenhoff had various responsibilities within Philips since joining Philips in 1983. Mr. Weisenhoff is also a director of MedQuist Inc.

Dirk-Jan Van Ommeren

        Dirk-Jan van Ommeren has served as a member of our board of directors since March 1999. Mr. van Ommeren is also the Chairman of the Board of Managing Directors of Oranje-Nassau Groep B.V. Previously, Mr. van Ommeren was the Managing Director of Oranje-Nassau Groep B.V. from 1996 to 1999. Mr. van Ommeren has also held management positions with Amsterdam Investeringsbank, N.V., Westland/Utrecht Hypotheekbank N.V., and Amsterdam-Rotterdam Bank N.V. Mr. van Ommeren also holds positions with the following companies: Reon Investments (Curacao) N.V. (member of the Supervisory Board), Financiere Franco- Neerlandaise (Administrator), VVAA, VVAA Insurance Company, VVAA Life Insurance Company (member of the Supervisory Board), Hyva Groep B.V. (member of the Supervisory Board), Trader Classified Media N.V. (member of the Supervisory Board) and Stallergenes S.A. (member of the Supervisory Board).

Section 16(a) Beneficial Ownership Reporting Compliance

        David B. Mullen, the Company's Executive Vice President and Chief Financial Officer, and Winston Guillory, Jr., the Company's Senior Vice President, North American Sales, each failed to file a Form 4 on a timely basis in 2003, in each case with respect to one transaction.

Code of Ethics

        The Company has adopted a code of ethics that applies to all employees including the Company's principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.

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Item 11.    Executive Compensation

        The following table summarizes the compensation earned in the fiscal years ended December 31, 2001, 2002 and 2003 by our chief executive officer and the other four most highly paid executive officers whose total salary and bonus awards exceeded $100,000 for the fiscal year ended December 31, 2003. In this document, we refer to these individuals as our "named executive officers."

Summary Compensation Table

	Annual Compensation							Long-Term Compensation Awards
Name and Principal Position	Salary		Bonus(1)		Other Compensation			Shares Underlying Options
Judson C. Green, President and Chief Executive Officer Year 2001 Year 2002 Year 2003	$ $ $	600,000 600,000 600,000	$ $ $	480,000 660,000 720,000	$ $ $	36,000 36,000 36,000	(2) (2) (2)	0 35,000,000 0	(3)
David B. Mullen, Executive Vice President and Chief Financial Officer Year 2001 Year 2002 Year 2003	$ $	0 19,038 330,000	$ $	0 55,000 200,000		0 0 0		0 0 4,000,000
Denis M. Cohen, Executive Vice President, Sales Europe Year 2001 Year 2002 Year 2003	$ $ $	204,401 230,971 261,084	$ $ $	115,000 108,322 122,450		0 0 0		0 3,000,000 0	(4)
M. Salahuddin Khan, Senior Vice President, Technology & Development and Chief Technology Officer Year 2001 Year 2002 Year 2003	$ $ $	316,154 322,868 320,000	$ $ $	145,000 180,000 200,000	$ $	108 101 0		500,000 3,500,000 0	(3)
John K. MacLeod, Executive Vice President, Global Marketing and Strategy Year 2001 Year 2002 Year 2003	$ $ $	324,231 330,000 342,692	$ $ $	90,000 180,000 200,000	$	102,192 0 0	(5)	0 3,000,000 0	(3)

(1)

Represents amounts earned in the year indicated, but paid in the following year.

(2)

Represents an allowance for business expenses.

(3)

Represents options to purchase common stock granted in connection with the cancellation of options pursuant to the Company's stock option exchange in 2001.

(4)

Includes options to purchase 1,500,000 shares of common stock granted in connection with the cancellation of options pursuant to the Company's stock option exchange in 2001

(5)

Represents relocation expenses.

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Option Grants.

        The following table contains information concerning the grant of options to purchase shares of our common stock to each of the named executive officers during the fiscal year ended December 31, 2003. The percentage of total options granted to employees set forth below is based on an aggregate of 11,288,500 shares subject to options granted in 2003.

Option Grants In Last Fiscal Year

	Individual Grants
										Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
		Percent of Total Options Granted to Employees in 2003
	Number of Securities Underlying Options Granted
						Fair Market Value on Date of Grant
Name				Exercise or Base Price ($/Share)					Expiration Date
										0%(1)		5%(1)		10%(1)
David B. Mullen	4,000,000	35.4	%	$	0.41	$	0.86	(2)	12/22/13	$	1,800,000	$	3,963,398	$	7,282,474

(1)

Based upon exercise price of option.

(2)

Represents the fair market value, as determined by our board of directors, of the Company's common stock on the date of grant of the options.

Options Exercised During 2003 and Options Values at December 31, 2003

        The following table contains information regarding options exercised during 2003 and unexercised options held at December 31, 2003, by the named executive officers.

			Number of unexercised options at December 31, 2003(#)	Value of unexercised in-the-money options at December 31, 2002 ($)(1)
Name	Shares acquired on exercise(#)	Value realized($)	Exercisable/ Unexercisable	Exercisable/ Unexercisable
Judson C. Green	None	None	35,000,000/0	$	26,600,000/$0
David B. Mullen	None	None	1,000,000/3,000,000	$	450,000/$1,350,000
M. Salahuddin Khan	None	None	2,913,560/586,440	$	2,214,306/$445,694
John K. MacLeod	None	None	2,417,411/582,589	$	1,837,232/$442,768
Denis M. Cohen	None	None	1,958,817/1,041,183	$	1,488,701/$791,299

(1)

Based upon a fair market value of $0.86 per share. There is no established trading market for shares of NAVTEQ common stock. However, in connection with option grants pursuant to the Company's stock incentive plan, the Company's Board of Directors determined that the fair market value of the Company's Common Stock equaled $0.86 per share on December 22, 2003. See also "Item 3. Legal Proceedings" for information regarding the status of the litigation over the Current Market Price (as defined in the Company's Certificates of Designation for the Series A and Series B preferred stock) of the Company's common stock.

Director Compensation

        Currently, our directors do not receive compensation for services provided as directors, but Mr. de Lange is reimbursed for out-of-pocket expenses incurred in connection with his services. In addition,

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Mr. Shields is a party to a consulting agreement with the Company. See "Item 13. Certain Relationships and Related Transactions" for further information.

Employment Agreements.

        We have entered into written employment agreements with our named executive officers currently employed with us, the terms of which are summarized below.

President and Chief Executive Officer

        Judson C. Green, our President and Chief Executive Officer, has an employment agreement with us, which terminates on the earlier of April 17, 2004 or Mr. Green's death, disability or termination. Mr. Green is entitled to receive a base salary of $600,000 per annum with a targeted annual bonus of 100% of his base salary. One-half of his bonus is subject to Mr. Green's achievement of applicable corporate milestones and objectives established by the board of directors and the other half is subject to Mr. Green's achievement of personal objectives established by the board of directors. Mr. Green is also entitled to reimbursement for his travel expenses and an office in Orlando, Florida, and receives an allowance of $3,000 per month for certain business-related expenses. Mr. Green has agreed to a non-compete and non-solicitation provision, which continues for a period of one year beyond the termination of his employment agreement.

        In the event that Mr. Green is terminated by us without cause or as a result of our breach of the employment agreement or by Mr. Green as a result of good cause (defined as a significant diminution of his duties and/or a reduction in his base annual compensation and/or target bonus) or by Mr. Green within 60 days of a change of control, Mr. Green is entitled to certain severance benefits ranging from one to three years of his base salary, depending upon in which year his employment terminates. If there is a change of control during the twelve month period following August 15, 2001, and during such twelve month period Mr. Green is terminated for any reason other than cause or Mr. Green terminates his employment due to our breach of the terms of his employment agreement or for good cause, whether prior to or after such change of control, then we are required, in addition to the foregoing severance payment requirements, to pay Mr. Green an additional severance payment equal to two years of his base annual compensation and target bonuses. Pursuant to the terms of his employment agreement, the failure of Mr. Green to be elected and continue as a director on our board of directors, other than as a result of his voluntary resignation, constitutes a breach of the employment agreement by NAVTEQ.

        In connection with his employment, Mr. Green was granted an option to acquire 35,000,000 shares of our common stock at an exercise price of $0.85 per share, subject to vesting at a rate of 25% per year, commencing with 25% of the shares subject to the option vesting on the date of grant, May 1, 2000. Pursuant to our offer to exchange the options granted to Mr. Green and others described in our Consolidated Financial Statements, these options were canceled on October 1, 2001, and new options for the same number of shares were granted on May 15, 2002. The exercise price of the new options granted equaled $0.10 per share, which was determined by our board of directors to be the fair market value of our common stock on the date of the grant. Mr. Green's new options have the same vesting as his tendered options. Mr. Green's vested options will be exercisable for the full 10-year term, regardless of any termination of his employment, except in the following case: if Mr. Green, prior to a change of control, terminates his employment other than as a result of a breach of his employment agreement by the Company and/or for good cause, then the vested options will be exercisable for a period of 60 days following the date of such employment termination. Mr. Green also has the right to acquire stock in NAVTEQ in certain circumstances at the same price as such stock is being sold to others.

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Executive Vice President and Chief Financial Officer

        We entered into an employment agreement with David B. Mullen as of December 1, 2002, whereby Mr. Mullen became the Company's Executive Vice President and Chief Financial Officer. The employment agreement terminates on the earlier of Mr. Mullen's resignation, disability, death or termination by the Board of Directors or the Company's CEO with or without cause. Mr. Mullen is entitled to receive a base salary of $330,000 per annum and is eligible to receive an annual bonus of 50% of his base salary. In the event that Mr. Mullen is terminated by us without cause or voluntarily terminates his employment for good reason, he is entitled to (i) receive severance in an amount equal to his base salary plus Mr. Mullen's target bonus amount pro-rated for the year based on the date of termination in either a lump sum or equal monthly installments for 12 months following his termination at the Company's discretion, provided that in the event the Company elects to pay a lump sum, such payment shall equal the present value of the payments otherwise payable discounted at a rate of 10% per annum, and (ii) continue to participate in all of our benefit programs for which all senior executives are eligible (other than bonus and incentive compensation plans) from the date of such termination through the first anniversary of the date of termination. Mr. Mullen has agreed to a non-compete and non-solicitation provision, which continues for a period of one year beyond the termination of his employment agreement.

        In connection with the employment agreement, the Company agreed to recommend to the Compensation Committee that Mr. Mullen be granted an option to purchase four million shares of the Company's common stock at a per-share exercise price equal to the fair market value on the date of grant. Mr. Mullen was granted an option to purchase four million shares of the Company's common stock on December 22, 2003 at an exercise price equal to $0.41 per share, which represented a discount to the fair market value of the Company's common stock on the date of grant of $0.86 per share as determined by the Company's board of directors. The options were granted at an exercise price less than the fair market value on the date of grant as a result of the delay in granting Mr. Mullen such options following his initial hire date.

Executive Vice President, Global Marketing and Strategy

        John K. MacLeod is the Executive Vice President, Global Marketing and Strategy of NAVTEQ. We have entered into an employment agreement dated as of September 18, 2000 with Mr. MacLeod pursuant to which he is entitled to an annual base salary of $300,000 and a discretionary bonus of up to 50% of his base salary. Under the terms of the employment agreement, Mr. MacLeod was also entitled to receive reimbursement for a one time relocation expense within the first year of his employment. In the event that Mr. MacLeod is terminated by us without cause or voluntarily terminates his employment for good reason, he is entitled to receive severance in an amount equal to his base salary in either a lump sum or equal monthly installments for 12 months following his termination, and to continue to participate in all of our benefit programs for which all senior executives are eligible (other than bonus and incentive compensation plans) from the date of such termination through the first anniversary of the date of termination. Mr. MacLeod's severance will be reduced on a dollar for dollar basis by the amount of any compensation received by Mr. MacLeod upon his obtaining employment with another employer. Mr. MacLeod has agreed to a non-compete and non-solicitation provision which continues for a period of one year beyond the termination of his employment with us.

        In connection with his employment, we also entered into a stock option agreement with Mr. MacLeod pursuant to which he was granted options to acquire 3,000,000 shares of our common stock at $1.10 per share. Pursuant to our offer to exchange the options granted to Mr. MacLeod and others described in of our Consolidated Financial Statements, all of Mr. MacLeod's options were canceled on October 1, 2001, and new options for the same number of shares were granted on May 15, 2002. The exercise price of the new options equaled $0.10 per share, which was determined by our board of directors to be the fair market value of our common stock on the date of the grant. The new

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options granted to Mr. MacLeod vest as follows: (1) the number of options equivalent to (i) the portion of his options that was exercisable at the time of cancellation of the options accepted for exchange, plus (ii) the portion of his options that would have become exercisable by the date of the new grant had the cancellation not occurred, were exercisable on the grant date of the new options; and (2) ¹/28 of the remaining portion of his new options become exercisable on the first day of each month thereafter.

Executive Vice President, Sales Europe

        We entered into a letter agreement with Denis M. Cohen dated February 13, 1997 pursuant to which Mr. Cohen became President of NavTech Europe. His title has since changed to Executive Vice President, Sales Europe.

        Pursuant to the letter agreement, Mr. Cohen was entitled to a base annual salary of 1,072,000 French francs (approximately United States $188,517) plus a signing bonus of 804,000 French francs (approximately United States $141,387), paid in installments over the term of his employment. In addition, he was eligible to receive an annual performance bonus of up to 50% of his base salary, subject to his achievement of applicable milestones and objectives.

        The letter agreement also provided that it would be recommended to the board of directors that Mr. Cohen be granted an option to acquire 200,000 shares of our common stock at the fair market value at the time of grant, such options to vest in equal annual installments over a four year period and subject to Mr. Cohen's continued employment with us. Mr. Cohen received options to acquire 200,000 shares of our common stock at an exercise price of $0.85 per share in connection with his letter agreement. Pursuant to our offer to exchange the options granted to Mr. Cohen and others described in our Consolidated Financial Statements, all of Mr. Cohen's options, including his initial options, were canceled on October 1, 2001, and new options for the same number of shares were granted on May 15, 2002. The exercise price of the new options equaled $0.10 per share, which was determined by our board of directors to be the fair market value of our common stock on the date of the grant. The new options granted to Mr. Cohen vest as follows: (1) the number of options equivalent to (i) the portion of his options that was exercisable at the time of cancellation of the options accepted for exchange, plus (ii) the portion of his options that would have become exercisable by the date of the new grant had the cancellation not occurred, were exercisable on the grant date of the new options; and (2) ¹/28 of the remaining portion of his new options become exercisable on the first day of each month thereafter.

        In the event that Mr. Cohen's employment is terminated without cause and in connection with either a change of control or a change in the nature of our business, Mr. Cohen has the option to take a similar position in the United States or receive his base salary and benefits for a period of one year. In the event that Mr. Cohen's employment is terminated without cause for any other reason he is entitled to receive his base salary and benefits for the remainder of the term of his agreement, but in no event for less than a year.

Senior Vice President, Technology & Development and Chief Technology Officer

        We entered into a letter agreement dated February 3, 1998 with M. Salahuddin Khan pursuant to which he joined us as Vice President, OEM Marketing. His title has since changed to Senior Vice President, Technology & Development and Chief Technology Officer. Pursuant to the letter agreement, Mr. Khan is entitled to receive a base salary of $225,004 per annum and is eligible to receive annual bonuses of up to 40% of his base salary, subject to his achievement of applicable milestones and objectives. In addition, Mr. Khan received a signing bonus of $25,000.

        The letter agreement also provided that if NAVTEQ adopts a long-term incentive plan, it was anticipated that Mr. Khan would receive options to purchase 600,000 shares of our common stock at fair market value on the date of the grant, with vesting to occur over a four year period. Mr. Khan

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received options to acquire 675,000 shares of our common stock at $0.85 per share in connection with his letter agreement. Pursuant to our offer to exchange the options granted to Mr. Khan and others described in our Consolidated Financial Statements, all of Mr. Khan's options, including his initial options, were canceled on October 1, 2001, and new options for the same number of shares were granted on May 15, 2002. The exercise price of the new options equaled $0.10 per share, which was determined by our board of directors to be the fair market value of our common stock on the date of the grant. The new options granted to Mr. Khan vest as follows: (1) the number of options equivalent to (i) the portion of his options that was exercisable at the time of cancellation of the options accepted for exchange, plus (ii) the portion of his options that would have become exercisable by the date of the new grant had the cancellation not occurred, were exercisable on the grant date of the new options; and (2) ¹/28 of the remaining portion of his new options become exercisable on the first day of each month thereafter.

        Mr. Khan is an at-will employee and his employment is for no specific term. However, in the event that he is terminated without cause, Mr. Khan is entitled to receive severance pay equal to six months of his base salary plus any earned but unpaid bonuses and the continuation of his benefits for a six-month period. In the event that Mr. Khan has not obtained employment elsewhere at the expiration of the six-month period, we will pay him his base salary for an additional three months or until he receives other employment, whichever occurs sooner.

Compensation Committee Interlocks And Insider Participation.

        The members of our compensation committee are Messrs. Groenhuysen, van Ommeren and de Lange. None of these individuals were at any time during fiscal year 2003 an officer or employee of NAVTEQ. In addition, no NAVTEQ executive officer serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

        Mr. Groenhuysen is an employee of Philips N.V. and Mr. de Lange was employed by Philips N.V. until June 2002. See "Item 13—Certain Relationships and Related Transactions" for information regarding transactions between the Company and either Philips N.V. or Philips B.V.

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PART III

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

        The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2003 by: (1) each person known by us to beneficially own more than 5% of our outstanding capital stock; (2) each of our directors and named executive officers and (3) all directors and executive officers as a group. Unless otherwise indicated, the address for each stockholder listed in the table is c/o NAVTEQ Corporation, 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654. Except as otherwise indicated in the footnotes to the table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite that stockholder's name.

TITLE OF CLASS	NAME OF BENEFICIAL OWNER	NUMBER OF SHARES BENEFICIALLY OWNED*		PERCENTAGE OF SHARES BENEFICIALLY OWNED**
Common	Philips	1,023,851,254	(1)	83.54	%
Common	NavPart I B.V.	120,420,075	(2)	10.22	%
Common	T. Russell Shields	52,129,726	(3)	4.39	%
Common	Judson C. Green	36,176,471	(4)	2.98	%
Common	Dirk-Jan van Ommeren	0	(5)	**
Common	William E. Curran	0	(6)(7)	**
Common	Richard J. A. de Lange	0		**
Common	Wilhelmus C. M. Groenhuysen	0	(6)(8)	**
Common	Scott M. Weisenhoff	0	(6)(9)	**
Common	David B. Mullen	1,166,667	(10)	**
Common	M. Salahuddin Khan	3,043,880	(11)	**
Common	John K. MacLeod	2,546,875	(12)	**
Common	Denis M. Cohen	2,051,302	(13)	**
Common	Total of all Directors and Executive Officers	1,246,814,482	(14)	97.03	%

(*)

Represents shares beneficially owned pursuant to Rule 13d-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended, including shares issuable upon exercise of outstanding options and warrants that are exercisable within 60 days of December 31, 2003, shares held by a spouse, shares held by or for the benefit of the director or officer or one or more members of the director's or officer's immediate family, shares held as community property, held in joint tenancy with a spouse or other members of the director's or officer's immediate family, in which the director or officer has a beneficial interest and shares in which the director or officer may disclaim beneficial ownership, except as otherwise noted.

(**)

Less than 1%.

(1)

Represents 976,471,254 shares of common stock and warrants to acquire 47,380,000 shares of common stock. These shares are held of record by Philips Consumer Electronic Services B.V., an indirect wholly-owned subsidiary of Koninklijke Philips Electronics N.V. See "Item 3. Legal Proceedings" for information on the status of the litigation with respect to the conversion of the Series A and Series B preferred stock to common stock.

(2)

NavPart I B.V. is the recordholder of 84,294,052 shares of our common stock and Maarten Scholtens, as escrow agent on behalf of NavPart II B.V., a wholly-owned subsidiary of NavPart I B.V., is the recordholder of 36,126,023 shares of our common stock. The shares held by NavPart II B.V. are subject to certain put and call rights between NavPart I B.V. and Philips B.V. NavPart I B.V. is a private limited liability company organized under the laws of The Netherlands. The

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Company believes that Stichting Navpart, a foundation organized under the laws of The Netherlands, is the record owner of NavPart I B.V. The Company believes that the directors of Stichting Navpart are Mr. van Ommeren, Melchert Frans Groot, Paul Zegveld and Willem Jan Baud, and that such directors exercise voting and dispositive power over the shares of our common stock beneficially owned by NavPart I B.V. Each director disclaims beneficial ownership of common stock beneficially owned by NavPart I B.V. or Stichting Navpart. The Company also believes that economic ownership of the shares held by NavPart I B.V. resides in the following entities, each of which the Company believes to be an institutional investor: Oranje-Nassau Participaties B.V., ABN AMRO Participaties B.V., NPM Capital N.V., Parnib B.V., Paribas Deeinemingen N.V. and HAL Investments III B.V.

(3)

Includes 12,000,000 shares of common stock held in escrow pursuant to a Indemnity Agreement dated October 31, 1997 by and among the Company, Shields Enterprises, Inc., SEI Information Technology, Inc., T. Russell Shields and LaSalle National Bank. Also includes options to purchase 10,223,000 shares of common stock exercisable within 60 days of December 31, 2003 and shares credited to Mr. Shields' account under the SEI Information Technology Retirement Plan.

(4)

Includes options to purchase 35,000,000 shares of common stock exercisable within 60 days of December 31, 2003.

(5)

Mr. van Ommeren is an officer and director of NavPart I B.V. and a director of Stichting Navpart and disclaims beneficial ownership with respect to the shares of common stock beneficially owned by NavPart I B.V. or Stichting Navpart.

(6)

In each case, the individual is an officer of a subsidiary of Philips and disclaims beneficial ownership with respect to the shares owned by or for the benefit of Philips.

(7)

Mr. Curran has options to acquire 251,326 shares of Philips' common stock, of which 136,476 are exercisable within 60 days of February 1, 2004.

(8)

Mr. Groenhuysen owns 1,311 shares of common stock of Philips, options to purchase 12,250 shares of Philips common stock exercisable as of February 29, 2004, and bonds convertible into 709 shares of common stock of Philips convertible as of February 29, 2004.

(9)

Mr. Weisenhoff joined the Company's Board of Directors in February 2004. Mr. Weisenhoff has options to purchase 143,018 shares of Philips, of which 72,058 are exercisable within 60 days of December 31, 2003, and has debentures convertible into 2,377 shares of Philips, of which 1,351 are convertible within 60 days of December 31, 2003.

(10)

Represents options to purchase 1,166,667 shares of common stock held by Mr. Mullen exercisable within 60 days of December 31, 2003

(11)

Represents options to purchase 3,043,880 shares of common stock held by Mr. Khan exercisable within 60 days of December 31, 2003.

(12)

Represents options to purchase 2,546,875 shares of common stock held by Mr. MacLeod exercisable within 60 days of December 31, 2003.

(13)

Represents options to purchase 2,051,302 shares of common stock held by Mr. Cohen exercisable within 60 days of December 31, 2003.

(14)

Includes shares beneficially owned by Philips for which Mr. Groenhuysen and Mr. Weisenhoff disclaim beneficial ownership and shares beneficially owned by NavPart I B.V. for which Mr. van Ommeren disclaims beneficial ownership.

41

Securities Authorized for Issuance under Equity Compensation Plans

        The following table provides information as of December 31, 2003, regarding the number of shares of common stock that may be issued under the Company's equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	115,189,531	$	0.24	86,499,364
Equity compensation plans not approved by security holders	—		—	—
Total	115,189,531	$	0.24	86,499,364

        The number of securities remaining available for future issuance under equity compensation plans set forth above represents shares available for issuance under the Company's 2001 Stock Incentive Plan.

Item 13.    Certain Relationships and Related Transactions.

Relationship with Philips.

Principal Stockholder

        Philips B.V., a subsidiary of Philips N.V., is our principal stockholder, owning an aggregate, as of December 31, 2003, of 976,471,254 shares of common stock (approximately 83% of the total issued and outstanding) and warrants to acquire up to 47,380,000 shares of common stock. See "Item 3. Legal Proceedings" for information on the status of the litigation between Philips B.V. and the Company with respect to the conversion of Philips' preferred stock to common stock.

        Two of the Company's directors, Mr. Groenhuysen and Mr. Weisenhoff, are employed by Philips N.V. Mr. de Lange, another one of our directors, was employed by Philips N.V. until June 2002.

Registration Rights Agreement

        We entered into a Registration Rights Agreement with Philips B.V. dated March 29, 2001. Under this agreement, we have granted Philips B.V. certain rights with respect to the registration under the Securities Act of shares of our common stock owned by Philips. Philips B.V. may now require that we register, at our expense, some or all of its shares at any time, since it is after October 1, 2002, as provided in the agreement. Philips B.V. is entitled to make up to five demands for registration. We are not required to effect any requested registration, however, until a period of six months has elapsed from the effective date of the most recent previous registration.

        In addition to the demand registration rights, if we propose to register any shares of our common stock for public sale under the Securities Act, either for our own account or the account of any other person, Philips B.V. may require that we include some or all of its shares in that registration. We are obligated to pay all of the expenses incurred in connection with the registration (other than certain selling expenses of Philips B.V.). The underwriter of an offering of our securities proposed to be made under this provision may limit the number of shares of our stock owned by Philips to be included in the registration under certain circumstances.

        Our obligations terminate with respect to the registration rights after the earlier of (i) five years after our initial public offering or (ii) the date at which Philips B.V. is able to sell all registrable securities held by it within a 180 day period in accordance with Rule 144 under the Securities Act.

42

Guarantee

        The Company obtained an irrevocable standby letter of credit with LaSalle Bank N.A. in conjunction with one of its facility leases. The original face amount of $2,000,000 declines annually over the next seven years until November 30, 2007, which is the end of the facility lease. Philips N.V. issued an unconditional and irrevocable guarantee to the bank as the primary obligor, in accordance with the Company's obligations regarding this facility lease. The Company issued a counter guarantee in which it agreed to pay a fee of 1.5% per annum of the original $2,000,000 face value amount of the stand-by letter of credit as reduced from time to time in accordance with its terms. In 2003, the Company paid $60,000 related to the counter guarantee.

Deposit Agreement

        The Company entered into a deposit agreement dated May 21, 2002 with Philips N.V., which was subsequently assigned to our domestic operating subsidiary. Pursuant to the terms of the deposit agreement, we rolled over $42,000,000 of previously deposited funds on December 26, 2003 and deposited an additional $16,990,000 on December 31, 2003 with Philips N.V. for the purpose of optimizing the returns on temporary excess cash. These deposits with Philips N.V. bear interest at a rate of United States ("U.S.") LIBOR minus ¹/4%. Deposits of $6,990,000 matured on January 2, 2004, at which time all amounts were paid to us. Deposits of $42,000,000 and $10,000,000 had a maturity dates of January 2, 2004, and January 9, 2004, respectively, at which time all amounts were rolled over at our option.

        The Company's European operating subsidiary entered into a deposit agreement dated September 26, 2003, with Philips N.V. Pursuant to the terms of the deposit agreement, we deposited $6,435,000 on December 31, 2003 with Philips N.V. for the purpose of optimizing the returns on temporary excess cash. These deposits with Philips N.V. bear interest at a rate of U.S. LIBOR minus ¹/4% for a U.S. Dollar deposit and EURIBOR/EONIA minus ¹/4% for Euro deposits. Deposits of $4,042,000 and $2,275,000 had maturity dates of January 5, 2004, and January 12, 2004, respectively and were repaid to us at maturity.

        During 2002 and 2003, the Company received $53,000 and $268,000, respectively, in interest income related to the deposit agreements.

Swap Agreement

        On April 22, 2003, the Company entered into a U.S. dollar/euro currency swap agreement (the "Swap") with Philips N.V. (the parent company of the Company's majority stockholder) to minimize the exchange rate exposure between the U.S. dollar and the euro on the expected repayment of an intercompany obligation. The intercompany balance is payable by one of the Company's European subsidiaries to the Company and one of its U.S. subsidiaries, and is due in U.S. dollars. Through December 31, 2002, this intercompany balance was considered permanent in nature, as repayment was not expected to occur in the foreseeable future. However, primarily as a result of improved operating performance in the Company's European business, cash flows are anticipated to be sufficient to support repayment over the next several years. Accordingly, effective January 1, 2003, the loan is no longer designated as permanent in nature.

        Under the terms of the Swap, the Company's European subsidiary will make payments to Philips N.V. in euros in exchange for the U.S. dollar equivalent at a fixed exchange rate of $1.0947 U.S. dollar/euro. The U.S. dollar proceeds obtained under the Swap will be utilized to make payments of principal on the intercompany loan. The outstanding principal balance under the intercompany loan was $187,136,000 at April 22, 2003. The Swap has a maturity date of December 22, 2006 and provides for settlement on a monthly basis in proportion to the repayment of the intercompany obligation. As of December 31, 2003, the outstanding intercompany obligation (net of payments) was $159,199,000.

43

        The intercompany loan bears interest at one-month U.S. LIBOR. The Swap also provides that the European subsidiary of the Company will pay interest due in euros on a monthly basis to Philips N.V. in exchange for U.S. dollars at the one-month U.S. dollar LIBOR rate.

Other Transactions

        The Company entered into transactions with affiliates of Philips N.V., under which the Company received software, software related consulting services, tax consulting services, fleet services, insurance services, purchasing services and certain proprietary rights. Total fees incurred for these services of $1,697,000, $1,791,000, and $1,026,000 are included in operating costs and expenses for the years ended December 31, 2001, 2002, and 2003, respectively.

Other Related Party Transactions.

        We have a consulting agreement with T. Russell Shields, one of our directors, whereby the Company agreed to pay Mr. Shields $3,000 per month for general support services plus an additional $300 per hour for any additional consulting services as requested by the Company and accepted by Mr. Shields. For the year ended December 31, 2003, the Company paid Mr. Shields $32,000 for such additional consulting services. The agreement expires April 15, 2004. In addition, we purchase consulting services and support from Shields Enterprises, Inc. ("SEI Information Technology"), which is owned by Mr. Shields. For the year ended December 31, 2003, the Company paid SEI Information Technology $40,000 for consulting services and support.

Item 14.    Principal Accountant Fees and Services.

Audit Fees.

        The aggregate fees billed for the years ended December 31, 2002 and December 31, 2003 for professional services rendered by KPMG LLP, the Company's principal accountant, for the audit of the Company's annual financial statements and review of financial statements included in the Company's Forms 10-Q or services that are normally provided by the Company's principal accountant in connection with statutory and regulatory filings or engagements for such fiscal years equaled $242,000 and $376,000, respectively.

Audit-Related Fees.

        The aggregate fees billed for the years ended December 31, 2002 and December 31, 2003, for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees" above equaled $30,000 and $0, respectively, and consisted of reviews of filings with the Securities and Exchange Commission not included in "Audit Fees" and consultation related to the application of generally accepted accounting principles.

Tax Fees.

        The aggregate fees billed for the years ended December 31, 2002 and December 31, 2003 for professional services rendered by KPMG LLP for tax compliance, tax advice, and tax planning equaled $152,000 and $127,000, respectively, and consisted of assistance in the preparation of tax returns, and general tax research and planning.

All Other Fees.

        The aggregate fees billed for the years ended December 31, 2002 and December 31, 2003 for products and services provided by KPMG LLP other than the services reported above in this "Item 14"

44

equaled $35,000 and $16,000, respectively, and consisted of consultation on contracting and human resources issues and accounting research tools.

Pre-Approval Policy

        The Company's Audit Committee Charter provides that the Audit Committee shall pre-approve all auditing services and non-audit services, other than de minimus non-audit services which are not required by law to be approved by the Audit Committee, provided to the Company by the Company's independent auditors. All of the services set forth above under "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees" were approved in advance by the Audit Committee.

PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1)	See Item 8.
(a)(2)	See Item 8.
(a)(3)	Exhibits. See Exhibit Index immediately following the Signature Page.
(b)	Reports on Form 8-K
	None.
(c)	Exhibits. See Exhibit Index immediately following Certifications.
(d)	Additional financial statement schedules.
	None.

45

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 15, 2004

NAVTEQ CORPORATION
By:	/s/  JUDSON C. GREEN Judson C. Green President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Date
/s/  JUDSON C. GREEN Judson C. Green President, Chief Executive Officer and a Director (Principal Executive Officer)	March 15, 2004
/s/  DAVID B. MULLEN David B. Mullen Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 15, 2004
/s/  NEIL SMITH Neil Smith Vice President and Corporate Controller (Principal Accounting Officer)	March 15, 2004
* Richard J.A. de Lange Director	March 15, 2004
* T. Russell Shields Director	March 15, 2004

46

* Scott M. Weisenhoff Director	March 15, 2004
* Wilhelmus C.M. Groenhuysen Director	March 15, 2004
* Dirk-Jan van Ommeren Director	March 15, 2004

*By:
/s/  JUDSON C. GREEN Judson C. Green, as Attorney-in-Fact
March 15, 2004

47

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation.(1)
3.2	Certificate of Amendment to Certificate of Incorporation.
3.3	Certificate of Designation of Series A Cumulative Preferred Stock.(1)
3.4	Certificate of Designation of Series B Cumulative Preferred Stock.(1)
3.5	Restated Bylaws.(2)
4.1	Specimen Common Stock Certificate.(3)
4.2	Stock Option Agreement dated as of May 15, 2002 between Navigation Technologies and Judson C. Green.(*)(8)
4.3(a)	Stock Option Agreement dated as of May 15, 2002 between Navigation Technologies and John K. MacLeod.(*)(8)
4.3(b)	Stock Option Agreement dated as of May 15, 2002 between Navigation Technologies and John K. MacLeod.(*)(8)
4.4	Registration Rights Agreement dated as of March 29, 2001 between Navigation Technologies and Philips Consumer Electronic Services B.V.(1)
4.5	Warrant Agreement dated as of April 1, 1997 between Navigation Technologies and Philips Media Services B.V.(1)
10.1	Stock Purchase Agreement dated as of March 29, 2001 between Navigation Technologies and Philips Consumer Electronic Services B.V.(1)
10.2(i)	Employment Agreement dated as of April 17, 2000 between Navigation Technologies and Judson C. Green.(*)(1)
10.2(ii)	First Amendment to Employment Agreement dated as of August 15, 2001 between Navigation Technologies and Judson C. Green.(*)(1)
10.2(iii)	Letter Agreement between Navigation Technologies and Judson C. Green dated June 16, 2000.(*)(8)
10.3	Employment Agreement dated as of September 18, 2000 between Navigation Technologies and John K. MacLeod.(*)(1)
10.4	Letter Agreement dated February 3, 1998 from Navigation Technologies agreed to and accepted by M. Salahuddin Khan.(*)(1)
10.5	Letter Agreement dated February 13, 1997 from Navigation Technologies agreed to and accepted by Denis M. Cohen.(*)(1)
10.6(i)	Form (I) of Indemnification Agreement.(1)
10.6(ii)	Form (II) of Indemnification Agreement.(1)
10.7(i)	BMW Group International Terms and Conditions for the Purchase of Production Materials and Automotive Components dated September 24, 2001.(5)
10.7(ii)	Purchasing Terms and Conditions between BMW North America, Inc. and Navigation Technologies.(4)(6)

48

10.7(iii)	Agreement between BMW (South Africa) (Proprietary) Limited and Navigation Technologies B.V. commencing June 1, 1999 (the "South Africa Agreement").(4)(6)
10.7(iv)	Amendment to South Africa Agreement.(4)(5)
10.7(v)	Warranty Agreement dated August 8, 1998 between Bayerische Motoren Werke and Navigation Technologies BV (the "Warranty Agreement").(4)(5)
10.7(vi)	Letter regarding Warranty Agreement dated May 22, 2002 from Bayerische Motoren Werke to Navigation Technologies BV.(5)
10.8(i)	Data License Agreement dated December 1, 1999 between Harman International Industries, Incorporated ("Harman") and Navigation Technologies.(4)(6)
10.8(ii)	Territory License No. 6 dated September 28, 2001 between Harman and Navigation Technologies ("License No. 6").(4)(5)
10.8(iii)	Distribution Services Addendum to License No. 6 dated January 1, 2002 between Harman and Navigation Technologies.(4)(5)
10.8(iv)	Territory License No. 7 dated April 1, 2001 between Harman and Navigation Technologies ("License No. 7").(4)(6)
10.8(v)	Amendment to License No. 7 dated February 20, 2002 between Harman and Navigation Technologies.(4)(5)
10.8(vi)	Territory License No. 8 dated August 1, 2002 between Harman and Navigation Technologies.(4)
10.9	Second Amended and Restated Promissory Note dated June 27, 2003, by Navigation Technologies Corporation in favor of ABN AMRO Bank N.V.(10)
10.10	Guarantee Letter Agreement dated June 27, 2003, by Navigation Technologies Corporation in favor of Koninklijke Philips Electronics N.V.(10)
10.11	Deposit Agreement dated May 21, 2002 between Navigation Technologies Corporation and Koninklijke Philips Electronics N.V.(7)
10.12	Employment Agreement dated as of December 1, 2002 between Navigation Technologies Corporation and David B. Mullen.(*)(8)
10.13	Consulting Agreement dated October 15, 2000 by and between Navigation Technologies and T. Russell Shields, as amended by the First Amendment to Shields Consulting Agreement effective September 15, 2001; the Second Amendment to Shields Consulting Agreement effective October 15, 2002 and the Third Amendment to Shields Consulting Agreement effective October 15, 2002.(*)(8)
10.14	Fourth Amendment dated April 15, 2003, to the Consulting Agreement between Navigation Technologies Corporation and T. Russell Shields. (9)
10.15	Indemnity Agreement dated October 31, 1997 by and among the Company, Shields Enterprises, Inc., SEI Information Technology, Inc., T. Russell Shields and LaSalle National Bank. (8)
10.16	$15,000,000 364 Day Revolving Credit Agreement dated as of November 10, 2003, by and between Navigation Technologies North America, LLC and JPMorgan Chase Bank.

49

10.17	Guaranty made by Navigation Technologies Corporation dated as of November 10, 2003 in favor of JPMorgan Chase Bank.
10.18	Assignment and Amendment to Deposit Agreement by and among Navigation Technologies Corporation, Navigation Technologies North America, LLC and Koninklijke Philips Electronics N.V. (10)
10.19	Deal Request by Navigation Technologies to Koninklijke Philips Electronics N.V. dated April 22, 2003 (10)
10.20	Letter Agreement regarding Cross Currency Swap between Navigation Technologies B.V. and Koninklijke Philips Electronics N.V. dated May 23, 2003 (10)
10.21	Deposit Agreement by and among Navigation Technologies B.V., and Koninklijke Philips Electronics N.V. (11)
14	Code of Ethics and Business Conduct
21	Subsidiaries of NAVTEQ.
23	Consent of KPMG LLP
24	Power of Attorney by the Directors and Certain Officers.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.1	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

(*)

Indicates management employment contracts or compensatory plans or arrangements.

(1)

Filed with NAVTEQ's Registration Statement on Form 10, Registration No. 000-21323 and incorporated herein by reference.

(2)

Filed with NAVTEQ's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

(3)

Filed with NAVTEQ's Registration Statement on Form S-8, Registration No. 333-767000 and incorporated herein by reference.

(4)

Portions omitted pursuant to a request for confidential treatment.

(5)

Filed with NAVTEQ's Amendment No. 2 to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2001 and incorporated herein by reference.

(6)

Filed with NAVTEQ's Amendment No. 3 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2001 and incorporated herein by reference.

(7)

Filed with NAVTEQ's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

(8)

Filed with NAVTEQ's Annual Report on Form 10-K for the year ended December 31, 2002.

(9)

Filed with NAVTEQ's Quarterly Report on Form 10-Q for the quarter ended March 30, 2003.

(10)

Filed with NAVTEQ's Quarterly Report on Form 10-Q for the quarter ended June 29, 2003.

(11)

Filed with NAVTEQ's Quarterly Report on Form 10-Q for the quarter ended September 28, 2003.

50

NAVTEQ CORPORATION
AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

	Page
Independent Auditors' Report	F-2
Consolidated Balance Sheets as of December 31, 2002 and 2003	F-3
Consolidated Statements of Operations for the years ended December 31, 2001, 2002, and 2003	F-4
Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2001, 2002, and 2003	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002, and 2003	F-6
Notes to Consolidated Financial Statements	F-7
Schedule II—Valuation and Qualifying Accounts	F-31

F-1

Independent Auditors' Report

The Board of Directors
NAVTEQ Corporation:

        We have audited the accompanying consolidated balance sheets of NAVTEQ Corporation and subsidiaries (the Company) as of December 31, 2002 and 2003, and the related consolidated statements of operations, stockholders' equity (deficit) and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2003. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NAVTEQ Corporation and subsidiaries as of December 31, 2002 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," on January 1, 2003.

/s/ KPMG LLP

Chicago, Illinois
March 4, 2004
except as to Note 7, which is as of March 8, 2004

F-2

NAVTEQ CORPORATION
AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

			December 31, 2002			December 31, 2003
Assets
Current assets:
	Cash and cash equivalents		$	9,427		1,982
	Notes receivable from affiliate			10,000		65,307
	Accounts receivable, net of allowance for doubtful accounts of $2,784 and $3,878 in 2002 and 2003, respectively			30,261		45,032
	Deferred income taxes			—		36,614
	Prepaid expenses and other current assets			3,342		5,999
		Total current assets		53,030		154,934
Property and equipment, net				7,848		11,918
Capitalized software development costs, net				18,951		22,605
Long-term deferred income taxes				—		134,328
Deposits and other assets				498		1,400
		Total assets	$	80,327		325,185
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable		$	5,392		15,539
	Accrued payroll and related liabilities			16,138		20,344
	Other accrued expenses			13,438		16,410
	Deferred revenue			26,695		24,988
		Total current liabilities		61,663		77,281
Fair value of derivative				—		23,799
Long-term deferred revenue				5,213		3,582
Other long-term liabilities				2,214		2,612
		Total liabilities		69,090		107,274
Stockholders' equity:
	Common stock, $0.001 par value; 1,800,000 shares authorized; 1,175,587 and 1,178,140 shares issued and outstanding in 2002 and 2003, respectively			1,176		1,178
	Additional paid-in capital			764,275		767,709
	Note receivable for common stock			(219	)	(219	)
	Deferred compensation expense			—		(2,332	)
	Accumulated other comprehensive income (loss)			3,600		(26,645	)
	Accumulated deficit			(757,595	)	(521,780	)
		Total stockholders' equity		11,237		217,911
		Total liabilities and stockholders' equity	$	80,327		325,185

See accompanying notes to consolidated financial statements.

F-3

NAVTEQ CORPORATION
AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share data)

			Years Ended December 31,
			2001			2002		2003
Net revenue			$	110,431		165,849		272,623
Operating costs and expenses:
	Database licensing and production costs			82,343		92,499		125,841
	Selling, general, and administrative expenses			56,979		63,422		83,024
		Total operating costs and expenses		139,322		155,921		208,865
		Operating income (loss)		(28,891	)	9,928		63,758
Other income (expense):
	Interest income			542		172		414
	Interest expense			(17,925	)	(840	)	(34	)
	Debt extinguishment costs			(69,568	)	—		—
	Foreign currency gain (loss)			(130	)	134		6,174
	Other expense			(537	)	(134	)	(11	)
		Income (loss) before income taxes		(116,509	)	9,260		70,301
Income tax benefit (expense)				—		(1,105	)	165,514
		Net income (loss)		(116,509	)	8,155		235,815
Cumulative preferred stock dividends				(91,417	)	(110,464	)	—
		Net income (loss) applicable to common stockholders	$	(207,926	)	(102,309	)	235,815
Earnings (loss) per share of common stock:
Basic			$	(0. 52	)	(0.17	)	0.20
Diluted			$	(0. 52	)	(0.17	)	0.19
Weighted average shares of common stock outstanding:
Basic				398,178		594,242		1,176,865
Diluted				398,178		594,242		1,226,303

See accompanying notes to consolidated financial statements.

F-4

NAVTEQ CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Income (Loss)
(In thousands)

		Series A cumulative convertible preferred stock					Series B cumulative convertible preferred stock
												Common stock				Note receivable for common stock				Accumulated other comprehensive income
															Additional paid-in capital			Deferred compensation expense				Accumulated deficit		Total stockholders' equity (deficit)
		Shares		Amount			Shares		Amount			Shares	Amount
Balances as of December 31, 2000		—		$	—		—		$	—		398,012	$	398	299,257	(219	)	—		3,897		(649,241	)	(345,908	)
Exchange of notes payable for series B convertible preferred stock, net of transaction costs		—			—		42,600			425,527		—		—	—	—		—		—		—		425,527
Exchange of notes payable for series A convertible preferred stock, net of transaction costs		1,696			16,954		—			—		—		—	—	—		—		—		—		16,954
Issuance of convertible preferred stock, net of transaction costs		2,310			23,073		—			—		—		—	—	—		—		—		—		23,073
Exercise of stock options		—			—		—			—		281		—	165	—		—		—		—		165
Comprehensive loss:
	Foreign currency translation adjustment	—			—		—			—		—		—	—	—		—		269		—		269
	Net loss	—			—		—			—		—		—	—	—		—		—		(116,509	)	(116,509	)
Total comprehensive loss																								(116,240	)
Balances as of December 31, 2001		4,006			40,027		42,600			425,527		398,293		398	299,422	(219	)	—		4,166		(765,750	)	3,571
Exercise of stock options		—			—		—			—		619		1	76	—		—		—		—		77
Conversion of preferred stock		(4,006	)		(40,027	)	(42,600	)		(425,527	)	776,675		777	464,777	—		—		—		—		—
Comprehensive income:
	Foreign currency translation adjustment	—			—		—			—		—		—	—	—		—		(566	)	—		(566	)
	Net income	—			—		—			—		—		—	—	—		—		—		8,155		8,155
Total comprehensive income																								7,589
Balances as of December 31, 2002		—			—		—			—		1,175,587		1,176	764,275	(219	)	—		3,600		(757,595	)	11,237
Exercise of stock options		—			—		—			—		2,553		2	286	—		—		—		—		288
Grant of stock options at exercise prices below fair market value		—			—		—			—		—		—	3,148	—		(3,148	)	—		——
Stock compensation expense		—			—		—			—		—		—	—	—		816		—		—		816
Comprehensive income:
	Foreign currency translation adjustment	—			—		—			—		—		—	—	—		—		(30,245	)	—		(30,245	)
	Net income	—			—		—			—		—		—	—	—		—		—		235,815		235,815
Total comprehensive income																								205,570
Balances as of December 31, 2003		—		$	—		—		$	—		1,178,140	$	1,178	767,709	(219	)	(2,332	)	(26,645	)	(521,780	)	217,911

See accompanying notes to consolidated financial statements.

F-5

NAVTEQ CORPORATION
AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

						Years Ended December 31,
						2001			2002		2003
Cash flows from operating activities:
	Net income (loss)					$	(116,509	)	8,155		235,815
		Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
			Deferred income taxes				—		—		(170,953	)
			Debt extinguishment costs				69,568		—		—
			Depreciation and amortization				5,941		5,972		5,718
			Amortization of software development costs				2,600		4,591		6,312
			Foreign currency (gain) loss				130		(134	)	(6,174	)
			Impairment of capitalized software development costs				—		2,114		—
			Deferred interest expense on refundable license payments				972		823		—
			Noncash interest expense on notes payable				17,053		—		—
			Provision for bad debts				913		1,795		1,584
			Stock compensation expense				—		—		816
			Noncash other				(11	)	33		36
			Changes in operating assets and liabilities:
				Accounts receivable			(1,240	)	(9,634	)	(12,061	)
				Prepaid expenses and other current assets			686		(165	)	(2,499	)
				Deposits and other assets			10		(87	)	(722	)
				Accounts payable			(3,182	)	136		9,876
				Accrued payroll and related liabilities			1,471		1,813		3,231
				Other accrued expenses			686		4,196		873
				Deferred revenue			9,333		2,212		(6,040	)
				Other long-term obligations			78		414		136
					Net cash provided by (used in) operating activities		(11,501	)	22,234		65,948
Cash flows from investing activities:
	Acquisition of property and equipment						(5,119	)	(2,156	)	(9,269	)
	Capitalized software development costs						(10,773	)	(10,027	)	(9,966	)
	Notes receivable from affiliate, net						(5,000	)	(5,000	)	(55,307	)
					Net cash used in investing activities		(20,892	)	(17,183	)	(74,542	)
Cash flows from financing activities:
	Issuance of common stock						165		77		288
	Issuance of Series A cumulative convertible preferred stock, net of issuance costs						23,073		—		—
	Series B cumulative convertible preferred stock issuance costs						(473	)	—		—
	Repayment of refundable licensing advances						(6,770	)	(4,000	)	—
	Loans from affiliate						16,600		—		—
					Net cash provided by (used in) financing activities		32,595		(3,923	)	288
Effect of exchange rate changes on cash							(212	)	793		861
					Net increase (decrease) in cash and cash equivalents		(10	)	1,921		(7,445	)
Cash and cash equivalents at beginning of year							7,516		7,506		9,427
Cash and cash equivalents at end of year						$	7,506		9,427		1,982
Supplemental disclosure of cash flow information:
	Cash paid during the year for interest					$	5,506		—		18
	Cash paid during the year for income taxes					$	807		555		3,290
Supplemental disclosures of noncash financing activities:
	Exchange of notes payable to affiliate, including accrued interest thereon, for Series A cumulative convertible preferred stock					$	16,954		—		—
	Exchange of notes payable to affiliate, including accrued interest thereon, for Series B cumulative convertible preferred stock					$	426,000		—		—

See accompanying notes to consolidated financial statements.

F-6

Notes to Consolidated Financial Statements

(amounts in thousands, except per share amounts)

(1)—Description of the Business and Summary of Significant Accounting Policies

(a)    The Business

        NAVTEQ Corporation ("the Company"), formerly known as Navigation Technologies Corporation, is a leading provider of digital map information and related software and services used in a wide range of navigation, mapping and geographic-related applications, including products and services that provide maps, driving directions, turn-by-turn route guidance, fleet management and tracking and geographic information systems. These products and services are provided to end users by our customers on various platforms, including: self-contained hardware and software systems installed in vehicles; personal computing devices, such as personal digital assistants and cell phones; server-based systems, including internet and wireless services; and paper media.

        The Company is engaged primarily in the creation, updating, enhancing, licensing and distribution of its database for North America and Europe. The Company's database is a digital representation of road transportation networks constructed to provide a high level of accuracy and the useful level of detail necessary to support route guidance products and similar applications. The Company's database is licensed to leading automotive electronics manufacturers, automotive manufacturers, developers of advanced transportation applications, developers of geographic-based information products and services, location-based service providers and other product and service providers. The Company is currently realizing revenue primarily from license fees charged to customers who have developed or are developing applications that incorporate the Company's database.

(b)    Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

(c)    Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

(d)    Cash Equivalents

        The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

(e)    Accounts Receivable

        Accounts receivable are recorded at the invoiced amounts and do not bear interest. The allowance for doubtful accounts is recorded to provide for estimated losses resulting from uncollectible accounts, and is based principally upon specifically identified amounts where collection is deemed doubtful. Additional non-specific allowances are recorded based on historical experience and management's assessment of a variety of factors related to the general financial condition and business prospects of the Company's customer base. The Company reviews the collectibility of individual accounts and

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assesses the adequacy of the allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

(f)    Fair Value of Financial Instruments

        The carrying values of cash equivalents, notes receivable from affiliate, receivables, payables, accrued expenses, and refundable deferred licensing advances approximate their fair values due to the short maturity of these instruments.

(g)    Property and Equipment

        Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Computers and equipment and purchased software are amortized over three years. Furniture and fixtures are amortized over five years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the remaining lease terms.

(h)    Derivatives

        The Company uses a derivative financial instrument to manage foreign currency exchange rate risk. The Company did not designate the derivative as a hedge as defined by Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." Therefore, the changes in fair market value of the derivative are recognized in the consolidated statement of operations.

(i)    Revenue Recognition

        Revenue is recognized when evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is probable.

        The Company derives a substantial majority of its revenue from licensing its database. Revenue is recognized net of provisions for estimated uncollectible amounts and anticipated returns. Database licensing revenue includes revenue associated with nonrefundable minimum licensing fees, license fees from usage (including license fees in excess of nonrefundable minimum fees), prepaid licensing fees from distributors and customers and direct sales to end users. Nonrefundable minimum licensing fees are recognized as revenue ratably over the period of the arrangement. License fees from usage (including license fees in excess of nonrefundable minimum fees) are recognized in the period in which the customer reports them to the Company. Prepaid licensing fees are recognized in the period in which the distributor or customer reports that they have shipped the database to the end user. Revenue for direct sales of licenses is recognized when the database is shipped to the end user. Revenues from licensing arrangements including a database update are allocated equally to the two shipments of the database to the customer. Licensing arrangements that entitle the customer to unspecified updates over a period of time are recognized as revenue ratably over the period of the arrangement.

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(j)    Database Licensing and Production Costs

        Database licensing and production costs include the costs of database creation and updating, database licensing and distribution, and database-related software development. Database creation and updating costs of $54,613, $57,206, and $69,609 in 2001, 2002, and 2003, respectively, include the direct costs of database creation and validation, costs to obtain information used to construct the database and ongoing costs for updating and enhancing the database content. Database creation and updating costs are expensed as incurred, except costs of internal-use software, which are capitalized in accordance with AICPA Statement of Position No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" (SOP 98-1), and are then amortized on a straight-line basis over their estimated useful life, generally four to five years.

        Database licensing and distribution costs of $15,967, $21,243, and $40,560 in 2001, 2002, and 2003, respectively, include direct costs related to reproduction of the database for licensing, professional services, and per copy sales (including shipping and handling costs of $2,494, $2,881, and $4,772 in 2001, 2002, and 2003, respectively). Database licensing and distribution costs are expensed as incurred.

        Database-related software development costs consist primarily of costs for the development of software as follows: (i) applications used internally to improve the effectiveness of database creation and updating activities, (ii) enhancements to internal applications that enable the Company's core database to operate with emerging technologies, and (iii) applications to facilitate usage of the Company's map database by customers. Costs of internal-use software are accounted for in accordance with SOP 98-1. Accordingly, certain application development costs relating to internal-use software have been capitalized and are being amortized on a straight-line basis over the estimated useful lives of the assets, generally four to five years. The Company capitalized $10,773, $10,027, and $9,966 of internal-use software development costs during 2001, 2002, and 2003, including $118 in capitalized interest during 2001. Included in database creation and updating costs is the amortization of internal-use software costs of $2,600, $4,591, and $6,312 for the years ended December 31, 2001, 2002, and 2003, respectively. Software development and maintenance costs of $11,763, $14,050, and $15,672 in 2001, 2002 and 2003, respectively, did not qualify for capitalization and were expensed as incurred.

        The Company performs strategic reviews of its software development initiatives, including a comprehensive assessment of its internal-use software development projects to ensure that projects with capitalized costs are expected to provide substantive future service potential. Based on this review, during the third quarter of 2002, management determined that certain capitalized software development costs were impaired, and it was necessary to write-down the balance by $2,114. This write-down is recorded within database licensing and production costs in the accompanying 2002 consolidated statement of operations. Management believes that the remaining capitalized software development costs after this write-down are recoverable. In reaching this conclusion, management considered the progress of each of the Company's internal-use software development projects to date, expected completion timelines, and budgeted future expenditures for each of the projects.

(k)    Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using

F-9

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

(l)    Foreign Currency Translation

        The financial statements of the Company's foreign subsidiaries are measured using the local currency as the functional currency. Foreign assets and liabilities in the accompanying consolidated balance sheets have been translated at the rate of exchange as of the balance sheet date. Revenue and expenses are translated at the average exchange rate for the year. Translation adjustments are reported as a component of accumulated other comprehensive income (loss) in stockholders' equity (deficit). Foreign currency transaction gains and losses are included in the consolidated statements of operations.

(m)    Impairment of Long-lived Assets

        The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for Impairment or Disposal of Long-lived Assets", which provides a single accounting model for long-lived assets to be disposed of. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not affect the Company's consolidated financial statements.

        In accordance with SFAS No. 144, long-lived assets, such as property, plant, and equipment, capitalized software development costs and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

        Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

(n)    Stock-Based Compensation

        The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, including Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," to account for its fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the estimated fair value price of the underlying stock exceeds the exercise price. Prior to 2003, under the Company's stock option plan, options were granted at exercise prices that were equal to the fair value of the underlying common stock on the date of grant.

F-10

Therefore, no stock-based compensation expense was recorded in the consolidated statements of operations. During 2003, the Company granted options at exercise prices below the fair value of the underlying common stock on the date of grant. Accordingly, the Company recorded compensation expense of $816.

        SFAS No. 123, "Accounting for Stock-Based Compensation" established accounting and disclosure requirements using a fair value based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above and has furnished the pro forma disclosures required of SFAS No. 123, as amended by SFAS No. 148, "Accounting for Stock Based Compensation—Transition and Disclosure". The following table illustrates the effect on net income (loss) if the fair value based method had been applied to all outstanding unvested awards in each period.

		2001			2002		2003
Net income (loss), as reported		$	(116,509	)	8,155		235,815
Add: Stock-based employee compensation expense included in reported net income			—		—		816
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards			(9,329	)	(4,268	)	(3,149	)
Pro forma net income (loss)			(125,838	)	3,887		233,482
Deduct: Cumulative preferred stock dividends			(91,417	)	(110,464	)	—
Pro forma net income (loss) applicable to common stockholders		$	(217,255	)	(106,577	)	233,482
Earnings (loss) per share of common stock:
	Basic—as reported	$	(0.52	)	(0.17	)	0.20
	Diluted—as reported	$	(0.52	)	(0.17	)	0.19
	Basic—pro forma	$	(0.55	)	(0.18	)	0.20
	Diluted—pro forma	$	(0.55	)	(0.18	)	0.19

        The per share weighted-average fair value of stock options granted during 2001, 2002, and 2003 was $0.61, $0.07 and $0.49, respectively, for options granted with an exercise price that equals its fair value on the date of grant. The per share weighted-average fair value of stock options granted in 2003 for options granted with an exercise price less than its fair value on the date of grant was $0.58. The fair value of all options was computed as of the date of grant using the Black-Scholes method with the following weighted-average assumptions: 2001—no dividends, 75% volatility, risk-free interest rate of 4.86%, and expected life of 5.5 years; 2002—no dividends, 75% volatility, risk-free interest rate of 2.94%, and expected life of 5.6 years; 2003—no dividends, 67% volatility, risk-free interest rate of 3.19%, and expected life of 4.9 years.

F-11

(o)    Comprehensive Income (Loss)

        Accumulated other comprehensive income is related to the Company's foreign currency translation adjustments. No income taxes have been allocated to accumulated other comprehensive income (loss) due to the fact that the Company's investments in its foreign subsidiaries have been deemed to be essentially permanent in duration.

(p)    Income (Loss) Per Share

        Basic and diluted earnings (loss) per share is computed based on the net income (loss) after deducting cumulative preferred stock dividends, divided by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period, in accordance with SFAS No. 128, "Earnings Per Share."

        The following table sets forth the computation of earnings (loss) per share for the years ended December 31,:

			2001			2002		2003
Numerator:
	Net income (loss)		$	(116,509	)	8,155		235,815
	Less: cumulative preferred stock dividends			(91,417	)	(110,464	)	—
	Net income (loss) applicable to common stockholders		$	(207,926	)	(102,309	)	235,815
Denominator:
	Denominator for basic earnings (loss) per share—weighted-average shares outstanding			398,178		594,242		1,176,865
	Effect of dilutive securities:
		Employee stock options		—		—		6,685
		Warrants		—		—		42,753
Denominator for diluted earnings per share—weighted-average shares outstanding and assumed conversions				398,178		594,242		1,226,303
Earnings (loss) per share:
	Basic		$	(0.52	)	(0.17	)	0.20
	Diluted		$	(0.52	)	(0.17	)	0.19

        Options to purchase 16,469, 108,957, and 15,025 shares of common stock were outstanding at December 31, 2001, 2002, and 2003, respectively, but were not included in the computation of diluted earnings per share because the effect would be antidilutive. Warrants to purchase 47,380 shares of common stock were outstanding at December 31, 2001 and 2002, but were not included in the computation of diluted earnings per share because the effect would be antidilutive. There were 4,006 shares of Series A cumulative convertible preferred stock and 42,600 shares of Series B cumulative convertible preferred stock outstanding as of December 31, 2001. These shares of Series A and Series B cumulative convertible preferred stock were converted into common stock as of October 1,

F-12

2002. The shares of preferred stock were not included in the computation of diluted earnings per share during 2001 and 2002 because the effect would be antidilutive (See Note 7).

(q)    Reclassifications

        Certain 2001 and 2002 amounts in the consolidated financial statements have been reclassified to conform to the 2003 presentation.

(2)—Recent Accounting Pronouncements

        On April 30, 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. The Company adopted SFAS No. 145 on January 1, 2003 and, as a result, the extraordinary loss on early extinguishment of debt that was incurred during 2001 has been reclassified as a component of other income (expense) in the Company's consolidated statements of operations.

        In November 2002, the FASB issued Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the consolidated financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ended after December 15, 2002, and did not affect the disclosures in these consolidated financial statements.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123." This Statement amends FASB Statement No. 123, "Accounting for Stock Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements. The required disclosures are included in the notes to these consolidated financial statements.

        In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. The Company will be required to apply FIN 46R to variable interests in VIEs created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying

F-13

amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The Company does not believe that adoption will have a material effect on the consolidated financial statements.

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends SFAS No. 133 to provide clarification on the financial accounting and reporting of derivative instruments and hedging activities. Adoption did not affect the financial condition or results of operations of the Company.

        FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, was issued in May 2003. This Statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The Statement also includes required disclosures for financial instruments within its scope. For the Company, the Statement was effective for instruments entered into or modified after May 31, 2003 and otherwise will be effective as of January 1, 2004, except for mandatorily redeemable financial instruments. For certain mandatorily redeemable financial instruments, the Statement will be effective for the Company on January 1, 2005. The effective date has been deferred indefinitely for certain other types of mandatorily redeemable financial instruments. The Company currently does not have any financial instruments that are within the scope of this Statement.

        In May 2003, the FASB's Emerging Issues Task Force (EITF) reached a consensus on Issue 01-08, "Determining Whether an Arrangement Contains a Lease." Issue 01-08 provides guidance on how to determine whether an arrangement contains a lease that is within the scope of FASB Statement No. 13, "Accounting for Leases." The guidance in Issue 01-08 is based on whether the arrangement conveys to the purchaser (lessee) the right to use a specific asset. The Company has adopted Issue 01-08. The adoption did not have a material effect on the Company's consolidated financial position and results of operations.

        In May 2003, the EITF reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables." Issue 00-21 provides guidance on how to recognize revenue for arrangements that have multiple deliverables. The guidance in 00-21 was effective for arrangements entered into in fiscal periods beginning after June 15, 2003. The Company has adopted the consensus reached in Issue 00-21. Adoption did not affect the Company's financial condition or results of operations.

        In November 2003, the EITF reached a consensus on Issue 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." Issue 03-1 requires certain disclosures related to debt and marketable equity securities that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The Company has adopted the consensus reached in Issue 03-1. Adoption did not affect the Company's financial condition, results of operations or related disclosures.

        In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements." SAB 104 updates the guidance in SAB 101, "Revenue Recognition", integrates the related set of Frequently Asked Questions, and recognizes the role of EITF Issue 00-21 in revenue recognition. The Company has adopted the

F-14

guidance in SAB 104. Adoption did not affect the Company's financial condition or results of operations.

        In December 2003, the FASB re-issued SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS No. 132 requires additional disclosures to those required in the original SFAS No. 132 related to defined benefit plans. The Company has adopted the guidance in SFAS No. 132. Adoption did not affect the Company's financial condition, results of operations or related disclosures.

(3)—Property and Equipment

        The components of the Company's property and equipment as of December 31, 2002 and 2003 are as follows:

	2002			2003
Computers and equipment	$	26,805		17,990
Furniture and fixtures		2,642		1,680
Purchased software		9,177		8,764
Leasehold improvements		2,243		3,756
		40,867		32,190
Less accumulated depreciation and amortization		(33,019	)	(20,272	)
	$	7,848		11,918

        During 2003, the Company reviewed the fixed asset ledgers and removed assets that were no longer in use.

(4)—Long-term Deferred Revenue

Refundable Deferred Licensing Advances

        In 1991, the Company entered into a database license agreement with an unaffiliated company (the "1991 Agreement") that required fixed prepaid license fees for use of the Company's database in route guidance products and other applications. Under the 1991 Agreement, the Company received $3,000 in cash through 1994, in exchange for aggregate future credits of $6,500, which could be utilized by such company as credits against 50% of future license obligations subject to a maximum of $2,000 in any one year. Any portion of this $6,500 in credits that was unused as of December 31, 2000 was refundable in cash by the Company. Due to the repayment contingencies discussed above, the amounts received were initially recorded as refundable deferred licensing advances. The total amount initially recorded of $3,000 was accreted to the maximum amount repayable as of December 31, 2000, at rates ranging from 9% to 14% using the effective interest rate method. The interest rate on remaining unpaid balances under the 1991 Agreement increased to 15% after December 31, 2000.

        On September 27, 2002, the Company amended the 1991 Agreement (the "2002 Amendment"). Immediately prior to the 2002 Amendment, approximately $7,800 was owed by the Company under the 1991 Agreement. Pursuant to the provisions of the 2002 Amendment, the Company was required to (i) repay $4,000 of the outstanding balance in cash, and (ii) provide aggregate future credits of $6,000, which must be used by the unaffiliated company by December 31, 2007. The Company made cash

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payments of $4,000 in 2002. The $6,000 of license fee credits can be applied toward payment of up to 75% of license fees owed to the Company, including minimum annual license fees. Any portion of the unused license fee credits as of December 31, 2007 will be forfeited by the unaffiliated company. Upon execution of the 2002 Amendment, the Company re-classified the remaining $3,800 balance of refundable deferred licensing advances to long-term deferred revenue. The $3,800 of long-term deferred revenue recorded upon execution of the 2002 Amendment will be recognized as revenue in future periods in proportion to the unaffiliated company's usage of the $6,000 of license fee credits. Non-cash revenue of $48 and $158 was recognized during the years ended December 31, 2002 and 2003, respectively, and the unused license fee credits available are $5,674 as of December 31, 2003.

Other Long-term Deferred Revenue

        In 2001, the Company entered into a four-year license agreement to provide map database information to an unaffiliated customer for use in that customer's products. Under the license agreement, the customer is required to purchase a minimum dollar value of licenses during each twelve-month period from July 1, 2001 through June 30, 2005. The Company recognizes the minimum licensing fees ratably over the related period. In the event that actual license fees for a given period exceed the minimum license fees applicable to that period, additional license fees are recognized when the customer reports that the Company has earned such additional fees. Pursuant to the terms of the license agreement, the Company received an $8,000 up-front payment from the customer in July 2001, which is being applied against the minimum licensing fees as they become due. As of December 31, 2002, $2,500 was classified as current deferred revenue and $1,500 was classified as long-term deferred revenue in the consolidated balance sheets under this arrangement. During 2003, the remaining balance of $4,000 was recognized in income.

(5)—Line of Credit

        On November 10, 2003, the Company obtained, through its North American operating subsidiary, a bank revolving line of credit that is scheduled to mature on November 8, 2004. Pursuant to the terms of the line of credit, the Company may borrow up to $15,000 at an interest rate of either U.S. LIBOR plus 1% or the greater of the prime rate or the Federal funds rate plus 1/2 of 1%. The Company is required to pay to the bank a quarterly facility fee of 37.5 basis points per annum on the average daily unused commitment. As of December 31, 2003, there were no borrowings on the line of credit.

(6)—Income Taxes

        The domestic and foreign components of pre-tax income (loss) for the years ended December 31, 2001, 2002, and 2003 are as follows:

		2001			2002		2003
Domestic		$	(104,274	)	(14,055	)	9,915
Foreign			(12,235	)	23,315		60,386
	Income (loss) before income taxes	$	(116,509	)	9,260		70,301

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        Total income tax expense (benefit) differed from the amount computed by applying the Federal statutory tax rate of 34% to the income (loss) before income taxes for the years ended December 31, 2001, 2002, and 2003 due to the following:

	2001			2002		2003
Tax expense (benefit) at Federal statutory rate	$	(39,613	)	3,148		23,903
State tax expense (benefit), net of Federal tax effect		(4,614	)	(527	)	331
Foreign withholding tax, net of Federal tax effect		—		—		1,288
Impact of foreign rates and other permanent items		2,667		1,220		(7,573	)
Increase (decrease) in valuation allowance		41,560		(2,736	)	(183,463	)
Income tax expense (benefit)	$	—		1,105		(165,514	)

        The current and deferred components of income tax expense (benefit) for the years ended December 31, 2001, 2002, and 2003 are as follows:

			2001		2002	2003
Current:
	Federal		$	—	—	—
	State			—	—	15
	Foreign			—	1,105	3,223
		Total current		—	1,105	3,238
Deferred:
	Federal			—	—	(73,089	)
	State			—	—	(8,513	)
	Foreign			—	—	(87,150	)
		Total deferred		—	—	(168,752	)
		Income tax expense (benefit)	$	—	1,105	(165,514	)

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        Deferred tax assets and liabilities as of December 31, 2002 and 2003 are summarized as follows:

					2002			2003
Deferred tax assets:
	Current:
		Net operating loss carryforwards			$	—		34,966
		Other deductible temporary differences				—		1,648
			Total current deferred tax assets			—		36,614
	Non-current:
		Research and development credit carryforwards				5,968		6,716
		Interest not currently deductible				83,389		81,980
		Net operating loss carryforwards				179,133		127,466
		Other deductible temporary differences				7,606		7,662
			Total non-current deferred tax assets			276,096		223,824
			Gross deferred tax assets			276,096		260,438
			Less valuation allowance			(268,902	)	(85,439	)
				Net deferred tax assets		7,194		174,999
Non-current deferred tax liabilities:
	Capitalized software development costs, net					(7,194	)	(3,902	)
	Other deductible temporary differences					—		(155	)
		Gross deferred tax liabilities				(7,194	)	(4,057	)
		Deferred income taxes			$	—		170,942

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

        Prior to 2003, the Company had provided a valuation allowance for the entire balance of deferred tax assets due to the uncertainty of generating future taxable income that would allow for the realization of such deferred tax assets. During 2003, the Company made the determination that it is more likely than not that it would be able to realize the benefits of the deferred tax assets related to net operating loss carryforwards and other temporary items in Europe and North America. Accordingly, the Company reversed the related valuation allowance resulting in the recognition of a deferred income tax benefit of $168,752.

        As of December 31, 2003, the Company has net operating loss carryforwards for Federal and state income tax purposes of approximately $201,737 and $78,144, respectively. The difference between the Federal loss carryforward and the state loss carryforward results primarily from a 50% limitation on California loss carryforwards, capitalized research and development costs for California tax purposes, and a five-year limit on California net operating loss carryforwards. The Company has foreign

F-18

operating loss carryforwards in Europe of approximately $258,956 with no expiration date and in Canada of approximately $1,407 with generally a seven-year carryforward period.

        The Company has interest expense carryforwards for both Federal and state income tax purposes of approximately $215,963. The Company also has available tax credit carryforwards of approximately $4,616 and $2,100 for Federal and state tax purposes, respectively. There is no expiration date for state tax credit carryforwards and interest expense carryforwards.

        If not utilized, Federal and state net operating loss carryforwards expire through 2022 and Federal tax credit carryforwards expire through 2023, as follows:

Year of expiration		Federal net operating loss carryforwards		State net operating loss carryforwards	Federal tax credit carryforward
	2004	$	—	1,472	89
	2005		—	2,907	83
	2006		—	601	75
	2007		—	713	152
	2008		15,492	346	114
Thereafter			186,245	72,105	4,103
		$	201,737	78,144	4,616

(7)—Stockholders' Equity (Deficit)

        In November 2001, the Company amended its articles of incorporation to increase the number of authorized shares of common stock to 1,800,000 and to increase the number of authorized shares of preferred stock to 70,000.

Preferred Stock Conversion and Related Litigation with Philips

        In March 2001, the Company entered into a stock purchase agreement pursuant to which the Company's outstanding debt to Philips B.V. was converted to Series B cumulative convertible preferred stock and shares of Series A cumulative convertible preferred stock were sold by the Company to Philips B.V. for cash (see Note 9). The stock purchase agreement stated that holders of the Series A and Series B cumulative convertible preferred stock were entitled to receive, when, as and if declared by the Board of Directors, monthly dividends payable in-kind through the issuance of additional Series A and Series B shares at a rate of 2.21045% and 2.01178%, respectively, per month of the liquidation preference of such shares. Shares issued as Series A and Series B dividends were valued at the liquidation preference per share on the respective dividend payment dates. Dividends on Series A and Series B cumulative convertible preferred stock were cumulative. No interest was payable on dividends in arrears. No dividends could be declared and/or paid to the holders of common stock unless all cumulative dividends had been paid in full to the holders of the Series A and Series B cumulative convertible preferred stock.

        The respective Certificates of Designation governing the Series A and Series B cumulative preferred stock provided that each share of Series A and Series B preferred stock would convert automatically at the earlier of (i) the closing of an initial public offering, (ii) the closing of a change in

F-19

control, or (iii) October 1, 2002, into the number of shares of common stock determined by dividing the liquidation preference, including accrued dividends, by the conversion price. The conversion price set forth in the respective Certificates of Designation was the initial public offering price in the event of an initial public offering, the change in control price in the event of a change in control, or the current market price (as defined in the respective Certificates of Designation) on October 1, 2002. As of October 1, 2002, the Company had not completed an initial public offering nor had a change in control taken place.

        On September 20, 2002, Philips Consumer Electronics Services B.V. ("Philips B.V.") filed a complaint (the "Initial Complaint") against the Company in the Court of Chancery of the State of Delaware (the "Litigation"), which was subsequently dismissed on March 8, 2004, as described below. The Initial Complaint alleged that the Company did not intend to comply with its obligations under the Certificates of Designation for the Company's Series A and Series B cumulative convertible preferred stock ("Certificates of Designation") to convert such preferred stock into the Company's common stock pursuant to the terms of such Certificates of Designation. The Initial Complaint sought declaratory relief, injunctive relief and specific performance to require the Company to determine the applicable conversion price in accordance with the terms of the respective Certificates of Designation. On September 27, 2002, a Special Committee of the Board of Directors was formed to manage the Company's defense to the Litigation. On December 15, 2002, Messrs. van Ommeren and Shields, as directors of the Company and as members of the Special Committee, determined that Messrs. van Ommeren and Shields were the disinterested members of the Board of Directors for purposes of determining the conversion price (i.e., the Current Market Price of the Company's common stock, as defined in the respective Certificates of Designation) for the Series A and Series B cumulative convertible preferred stock pursuant to the respective Certificates of Designation. On December 19, 2002, Messrs. van Ommeren and Shields then determined that the Current Market Price of the Company's common stock as of October 1, 2002 was $0.86 per share. On December 30, 2002, the Special Committee issued a report to the Board of Directors reporting, among other things, the above determinations. These determinations were made by Messrs. van Ommeren and Shields and did not reflect the views of the full Board of Directors of the Current Market Price.

        All of the Series A and Series B cumulative convertible preferred stock automatically converted pursuant to their terms as of October 1, 2002 into 776,675 shares of common stock based on the determination by Messrs. Shields and van Ommeren that the Current Market Price of the Company's common stock was $0.86 per share as of such date. Upon conversion, the aggregate liquidation preferences of Series A and Series B cumulative convertible preferred stock were $58,242 (including $18,182 of dividends in arrears) and $609,699 (including $183,699 of dividends in arrears).

        On August 1, 2003, Philips B.V. filed a First Amended and Supplemental Complaint (the "Amended Complaint") in the Litigation against the Company and additionally named Messrs. Shields and van Ommeren as defendants. The Amended Complaint alleged breach of contract and breach of covenant of good faith and fair dealing against the Company and breach of fiduciary duty against Messrs. Shields and van Ommeren. More specifically, the Amended Complaint stated that the Company breached its obligations under the Certificates of Designation to make a good faith determination of the Current Market Price of the Company's common stock as of October 1, 2002, including by failing to (1) properly determine the composition of the disinterested directors for purposes of determining the Current Market Price of the Company's common stock as of October 1, 2002, (2) base the determination of Current Market Price upon a timely valuation, and (3) base the

F-20

determination on a valuation performed by an internationally recognized investment bank. The Amended Complaint further stated that (i) the Company breached an implied covenant of good faith and fair dealing under the Certificates of Designation, (ii) the Company breached its obligations under its March 29, 2001 Stock Purchase Agreement with Philips B.V. by failing to ensure that its certification of incorporation permits issuance of a sufficient number of shares of common stock to satisfy the number of shares to which Philips B.V. is entitled upon the conversion of the Series A and Series B shares, and (iii) Messrs. Shields and van Ommeren willfully breached their fiduciary duties to Philips B.V. The Amended Complaint sought an order appointing an independent appraiser to determine the Current Market Price as of October 1, 2002, specific performance to require the Company to convert the Series A and Series B shares on the terms set forth in the Certificates of Designation, a declaration that Messrs. Shields and van Ommeren breached their fiduciary duties to Philips B.V., injunctive relief to prevent the defendants from continuing to interfere with Philips B.V.'s rights under the Certificates of Designation, and unspecified monetary and exemplary damages and costs of suit.

        On December 22, 2003, the Company received a letter from Philips B.V. acknowledging the Special Committee's determination of the Current Market Price of the Common Stock as of October 1, 2002 of $0.86 per share and requesting the shares of preferred stock representing the accrued dividends. The letter further stated that Philips B.V. would, after receipt of such shares, tender all of its shares of preferred stock to the Company for the common stock issuable upon conversion of the preferred stock. Accordingly, the Company delivered certificates evidencing the shares of preferred stock representing the accrued dividends to Philips B.V. Philips B.V. then tendered the certificates of all of its preferred stock to the Company, and the Company issued the common stock resulting from the conversion and delivered certificates evidencing the same to Philips B.V. Thereafter, the parties filed a Stipulation and Order of Dismissal, and on March 8, 2004, the Court of Chancery granted a dismissal of the Litigation. The Stipulation and Order of Dismissal was with prejudice only with respect to the specific claims actually asserted in the action and only with respect to the specifically named parties.

Deferred Compensation Expense

        During 2003, the Company granted stock options to its employees where the exercise price was less than the fair market value on the date of grant. The grant resulted in an aggregate measurement of compensation cost of $3,148, which will be recognized over the vesting period of the awards. The Company expensed $816 of the total measured compensation cost during 2003. The remaining $2,332 was recorded as deferred compensation expense in stockholders' equity and will be charged to income in future periods based on vesting of the granted options.

Other

        During 2000, the Company loaned a former employee $219 to enable the individual to exercise options for the purchase of 257 shares of newly issued common stock. The loan is represented by a limited recourse promissory note with a November 20, 2004 maturity date. Interest accrues at 6.2% per annum and is payable at maturity. The note is secured by the underlying shares of common stock and the Company's recourse against the individual is limited to the excess of 60% of the aggregate principal due over the amount received by the Company. Upon execution of the limited recourse note, the fair value of the underlying common stock did not exceed the option exercise price.

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(8)—Stock Option Plans

        In 1988, the Company adopted a stock option plan (1988 Plan). The total authorized shares under the 1988 Plan are 35,700. Options granted under the 1988 Plan are for periods not to exceed 10 years and may be either incentive stock options as that term is used in Section 422 of the Internal Revenue Code (Incentive Stock Options) or options which do not qualify as Incentive Stock Options (Supplemental Stock Options). All grants under the 1988 Plan must be at prices of not less than 100% of the fair value of the common stock as determined by the Company's Board of Directors at the date of grant in the case of Incentive Stock Options and 85% of fair value in the case of Supplemental Stock Options. Options granted after July 1995 generally vest monthly over 48 months from the employee's date of hire, and options granted prior to July 1995 generally vest at 25% per year beginning with the anniversary of the employee's date of hire. All stock options granted under the 1988 Plan have a 10-year term.

        In April 1996, the Company's Board of Directors approved the 1996 Stock Option Plan (1996 Plan). The 1996 Plan was amended and restated by the Company's Board of Directors in June 1996 and amended in August 2000. The 1996 Plan, as amended, provides for grants of incentive stock options, nonstatutory stock options, and stock purchase rights to employees (including employees who are officers) of the Company and its subsidiaries; provided, however, that no employee may be granted an option for more than 20,000 shares in any one fiscal year. The 1996 Plan also provides for grants of nonstatutory stock options and stock purchase rights to consultants. Stock options granted under the 1996 Plan prior to August 2000 generally have 10-year terms and vest monthly over 48 months. Stock options granted under the 1996 Plan after the amendment in August 2000 generally have 10-year terms and vest as follows: 25% of the options granted vest on the first day of the month following the employee's date of hire and the remaining options vest monthly over 48 months.

        In October 1998, the Company's Board of Directors approved the 1998 California Stock Option Plan (1998 Plan). The 1998 Plan was amended in August 2000. The 1998 Plan provides for grants of incentive stock options, nonstatutory stock options, and stock purchase rights to employees (including employees who are officers) of the Company and its subsidiaries. The 1998 Plan also provides for grants of nonstatutory stock options and stock purchase rights to consultants. Stock options granted under the 1998 Plan prior to August 2000 generally have 10-year terms and vest monthly over 48 months. Stock options granted under the 1998 Plan after the August 2000 amendment generally have 10-year terms and vest as follows: 25% of the options granted vest on the first day of the month following the employee's date of hire and the remaining options vest monthly over 48 months.

        During 2000, the Company's Board of Directors approved three separate Stock Option Agreements to three employees. The agreements provide for grants of stock options to these employees. Stock options granted under the first Stock Option Agreement total 35,000 shares of common stock, which have been reserved for issuance under this agreement. One fourth of the options under this Stock Option Agreement vest on the employee's date of hire. Thereafter, one fourth of the shares subject to this Stock Option Agreement vest on each of the first, second and third anniversaries of the employee's date of hire. Stock options granted under the remaining Stock Option Agreements total 10,500 shares of common stock, which have been reserved for issuance under these agreements. These options vest monthly over 48 months. All options issued under these Stock Option Agreements have 10-year terms and are adjusted pro rata for any stock dividends, stock splits and reverse stock splits. Upon termination of one of these employees, 7,500 shares of common stock reserved for issuance under one of the Stock Option Agreements were cancelled in 2001. The remaining two Stock

F-22

Option Agreements were cancelled in October 2001 pursuant to the Company's exchange offer described below, and replacement options were granted to these two employees in May 2002.

        In August 2001, the Company's Board of Directors approved the 2001 Stock Incentive Plan (2001 Plan). The 2001 Plan provides for grants of incentive stock options, nonstatutory stock options, and stock purchase rights to employees (including employees who are officers) of the Company and its subsidiaries. The 2001 Plan also provides for grants of nonstatutory stock options and stock purchase rights to consultants. Stock options granted under the 2001 Plan generally have 10-year terms and vest as follows: 25% of the options granted vest on the anniversary of the employee's date of hire and the remaining options vest monthly over 36 months. The Company has reserved 153,039 shares of common stock for issuance under the 2001 Plan. All options issued under the 2001 Plan are adjusted pro rata for any stock dividends, stock splits and reverse stock splits.

        As of December 31, 2003, there were 86,499 shares available for grant under the 2001 Plan, and there were no shares available for grant under the 1988, 1996 or 1998 Plans. The Company has reserved 103,039 and 50,000 shares of common stock for issuance under the 1996 and 1998 Plans, respectively. All options issued under the 1988, 1996, and 1998 Plans are adjusted pro rata for any stock dividends, stock splits and reverse stock splits.

Exchange Offer

        On October 1, 2001, the Company completed an offer to substantially all employees, other than employees resident in Canada, holding stock options having an exercise price of $0.85 or $1.10, that enabled such holders to cancel their options in return for a promise to grant new options to purchase an equal number of shares of common stock no sooner than six months and one day after such cancellation at an exercise price equal to the fair market value of the Company's common stock on the date of grant. No options were granted to the Company's employees within six months prior to the cancellation. Pursuant to the exchange offer, options to purchase 61,210 shares of common stock with an exercise price of $0.85 and options to purchase 23,199 shares of common stock with an exercise price of $1.10 were canceled. The Company granted replacement options to purchase 83,927 shares of common stock to employees on May 15, 2002, with an exercise price equal to $0.10 per share, which was determined to be the fair market value of the Company's common stock on that date. In connection with the determination of fair market value, the Board had the assistance of an independent valuation firm, considered information provided by the Company's principal stockholders, and reviewed such other information as deemed relevant. The Company did not enter into any agreements, formal or otherwise, to compensate its employees for increases in the fair market value of the Company's common stock during the period between cancellation and the grant of the replacement awards.

F-23

Stock Option Activity

        Stock option activity during the periods indicated is as follows:

		Number of options		Weighted- average exercise price		Options Exercisable	Weighted- average exercise price
Balance as of December 31, 2000		110,773		$	0.92
	Granted	1,448			1.10
	Exercised	(281	)		0.59
	Forfeited	(11,062	)		0.93
	Cancelled pursuant to exchange offer	(84,409	)		0.92	43,233	0.84
Balance as of December 31, 2001		16,469			0.85
	Granted	96,315			0.10
	Exercised	(618	)		0.12
	Forfeited	(3,209	)		0.36
Balance as of December 31, 2002		108,957			0.21	79,862	0.24
	Granted (with exercise price equal to fair market value on the date of grant)	1,308			0.86
	Granted (with exercise price less than fair market value on the date of grant)	9,990			0.54
	Exercised	(2,553	)		0.11
	Forfeited	(2,502	)		0.50
Balance as of December 31, 2003		115,200			0.24	95,915	0.21

        The following table summarizes information about stock options outstanding as of December 31, 2003:

	Options outstanding				Options exercisable
Exercise prices	Number of shares outstanding	Weighted- average remaining contractual life (years)	Weighted- average exercise price		Number of shares exercisable	Weighted- average exercise price
$0.10	90,149	8.37	$	0.10	80,974	$	0.10
0.30 - 0.41	5,260	9.93		0.39	1,437		0.38
0.52 - 0.64	1,385	7.78		0.60	320		0.60
0.75	3,688	9.98		0.75	—		—
0.85 - 0.86	13,652	3.73		0.85	12,373		0.85
1.10	1,066	6.90		1.10	811		1.10
	115,200	7.93	$	0.24	95,915	$	0.21

F-24

(9)—Related Party Transactions

(a) Philips And Affiliates

        As of December 31, 2003, Philips B.V. owned 976,471 shares of the Company's common stock, representing approximately 82.9% of the Company's outstanding common stock.

        As of December 31, 2002 and 2003, Philips B.V. held warrants to purchase 47,380 shares of the Company's common stock. The per share exercise price of the warrants is $0.01. The warrants are exercisable and expire on April 1, 2007, and are subject to adjustment for stock splits or dividends and have certain antidilution provisions for below market issuances.

Loan Agreement

        On May 28, 1997, the Company entered into an amended and restated master loan agreement with Philips effective April 1, 1997. The Company's secured demand notes payable to Philips from April 1, 1997 through December 31, 2000, including accrued but unpaid interest, were converted to secured term loans, bearing interest at 14%. Warrants to purchase shares of common stock were issued to Philips in connection with the Company's secured demand notes. Interest on the secured term loans accrued monthly and was capitalized into principal. Philips' commitment to provide the Company with funding under this agreement terminated on January 1, 2001.

Debt Extinguishment and Issuance of Preferred Stock

        Between January 19, 2001 and March 22, 2001, the Company issued demand promissory notes to Philips B.V. for cash proceeds of $16,600. On March 29, 2001, the Company entered into a stock purchase agreement with Philips B.V. pursuant to which: (i) the $16,954 balance of these promissory notes, including accrued and capitalized interest thereon, was settled in exchange for the issuance of 1,696 shares of Series A cumulative convertible preferred stock and (ii) all $426,000 of outstanding borrowings under the amended and restated master loan agreement dated April 1, 1997, including accrued and capitalized interest thereon, were settled in exchange for the issuance of 42,600 shares of Series B cumulative convertible preferred stock. In conjunction with the closing of the stock purchase agreement, Philips B.V. purchased 710 additional shares of Series A cumulative convertible preferred stock for cash proceeds of $7,100. As a result of this transaction, the master loan agreement and the security interest in the Company's assets thereunder were terminated. The Company incurred a $69,568 loss upon extinguishment of the secured notes payable to Philips B.V., resulting from the unamortized debt discount on the notes as of March 29, 2001. Upon consummation of the stock purchase agreement, Philips B.V. owned approximately 79% of the combined voting power of the outstanding common and preferred stock of the Company, without giving effect to non-voting warrants that entitle Philips B.V. to purchase 47,380 additional shares of common stock. Philips B.V. is entitled to certain registration rights with respect to its shares of stock in the Company.

        The stock purchase agreement stipulated that Philips B.V. would provide up to $50,000 of financing to the Company in exchange for the issuance of Series A cumulative convertible preferred stock up to the earliest date on which a conversion event under the terms of the agreement occured. The aggregate proceeds of $24,054 received from the sale of Series A shares and conversion of demand promissory notes upon consummation of the stock purchase agreement were applied against the $50,000 financing commitment. Between May 3, 2001 and December 31, 2001, the Company issued 1,600 shares of Series A cumulative convertible preferred stock for $16,000 of cash proceeds. The Company did not issue any shares of Series A cumulative convertible preferred stock during 2002 or

F-25

2003. As described in note 7, the Series A and Series B cumulative convertible preferred stock converted to common stock as of October 1, 2002.

        The Company also entered into a Registration Rights Agreement with Philips B.V. dated as of March 29, 2001. Under this agreement, the Company granted Philips B.V. certain rights with respect to the registration, under the Securities Act of 1933, of shares of the Company's common stock owned by Philips B.V. The Company may be required to register, at the Company's expense, some or all of Philips B.V.'s shares at any time. Philips B.V. is entitled to make up to five demands for registration. However, the Company is not required to effect any requested registration until a period of six months has elapsed from the effective date of the most recent previous registration. In addition to these demand registration rights, if the Company proposes to register any shares of its common stock for public sale under the Securities Act of 1933, either for its own account or the account of any other person, Philips B.V. may require that the Company include some or all of its shares in that registration. The Company is obligated to pay all of the expenses incurred in connection with the registration (other than certain selling expenses of Philips B.V.). The underwriter of an offering of the Company's securities proposed to be made under this provision may limit the number of shares of the Company's stock owned by Philips B.V. to be included in the registration under certain circumstances. The Company's obligations terminate with respect to the registration rights after the earlier of: (i) five years after an initial public offering or (ii) the date at which Philips B.V. is able to sell its registrable securities within a 180-day period in accordance with Rule 144 under the Securities Act of 1933.

Letter of Credit Guarantee

        The Company obtained an irrevocable standby letter of credit with LaSalle Bank N.A. in conjunction with one of its facility leases. The original face amount of $2,000 declines annually over the next seven years until November 30, 2007, which is the end of the facility lease. Philips N.V. issued an unconditional and irrevocable guarantee to the bank as the primary obligor, in accordance with the Company's obligations regarding this facility lease. The Company issued a counter guarantee in which it agreed to pay a fee of 1.5% per annum of the original $2,000 face value amount of the stand-by letter of credit as reduced from time to time in accordance with its terms. In 2003, the Company paid $60 related to the counter guarantee.

Notes Receivable from Affiliate

        The Company entered into a deposit agreement dated as of May 21, 2002 with Koninklijke Philips Electronics N.V. ("Philips N.V."), the parent company of the Company's majority stockholder, which was subsequently assigned to the Company's U.S. operating subsidiary. Pursuant to the terms of the deposit agreement, the Company rolled over $42,000 of previously deposited funds on December 26, 2003 and deposited an additional $16,990 on December 31, 2003 with Philips N.V. for the purpose of optimizing the returns on temporary excess cash. These deposits with Philips N.V. bear interest at a rate of U.S. LIBOR minus ¹/4%. Deposits of $6,990 matured on January 2, 2004, at which time all amounts were paid to the Company. Deposits of $42,000 and $10,000 had maturity dates of January 2, 2004, and January 9, 2004, respectively, at which time all amounts were rolled over at the Company's option.

        The Company's European operating subsidiary entered into a deposit agreement dated as of September 26, 2003, with Philips N.V. Pursuant to the terms of the deposit agreement, the Company

F-26

deposited $6,435 on December 31, 2003 with Philips N.V. for the purpose of optimizing the returns on temporary excess cash. These deposits with Philips N.V. bear interest at a rate of U.S. LIBOR minus ¹/4% for a U.S. Dollar deposit and EURIBOR/EONIA minus ¹/4% for Euro deposits. Deposits of $4,042 and $2,275 had maturity dates of January 5, 2004, and January 12, 2004, respectively and were repaid to the Company at maturity.

        During 2002 and 2003, the Company received $53 and $268, respectively, in interest income related to the deposit agreements.

Swap Agreement

        On April 22, 2003, the Company entered into a U.S. dollar/euro currency swap agreement (the "Swap") with Philips N.V. to minimize the exchange rate exposure between the U.S. dollar and the euro on the expected repayment of an intercompany obligation. The intercompany balance is payable by one of the Company's European subsidiaries to the Company and one of its U.S. subsidiaries, and is due in U.S. dollars. Through December 31, 2002, this intercompany balance was considered permanent in nature, as repayment was not expected to occur in the foreseeable future. However, primarily as a result of improved operating performance in the Company's European business, cash flows are anticipated to be sufficient to support repayment over the next several years. Accordingly, effective January 1, 2003, the loan is no longer designated as permanent in nature.

        Under the terms of the Swap, the Company's European subsidiary will make payments to Philips N.V. in euros in exchange for the U.S. dollar equivalent at a fixed exchange rate of $1.0947 U.S. dollar/euro. The U.S. dollar proceeds obtained under the Swap will be utilized to make payments of principal on the intercompany loan. The outstanding principal balance under the intercompany loan was $187,136 at April 22, 2003. The Swap has a maturity date of December 22, 2006 and provides for settlement on a monthly basis in proportion to the repayment of the intercompany obligation. As of December 31, 2003, the outstanding intercompany obligation (net of payments) is $159,199 and the fair value of the Swap was a liability of $23,799.

        The intercompany loan bears interest at one-month U.S. LIBOR. The Swap also provides that the European subsidiary of the Company will pay interest due in euros on a monthly basis to Philips N.V. in exchange for U.S. dollars at the one-month U.S. dollar LIBOR rate.

Other

        The Company entered into transactions with affiliates of Philips N.V., under which the Company received software, software-related consulting services, tax consulting services, fleet services, insurance services, and purchasing services. Total fees incurred for these services of $1,697, $1,791, and $1,026 are included in operating costs and expenses for the years ended December 31, 2001, 2002, and 2003, respectively.

(b) Other Related Party Transactions

        The Company has a consulting agreement with T. Russell Shields, a member of the Company's Board of Directors. In addition, Shields Enterprises, Inc. ("SEI Information Technology"), which is owned by Mr. Shields, has provided technical support to the Company on a contractual basis for development of proprietary software and systems for database creation and updating.

F-27

        On October 15, 1999, the Company entered into a one-year consulting agreement with Mr. Shields, which was subsequently amended and extended through April 15, 2004. Mr. Shields remains a member of the Board of Directors. Pursuant to the consulting agreement, the Company agreed to pay Mr. Shields $0.3 per hour for consulting services as requested by the Company and accepted by Mr. Shields. Mr. Shields also agreed to provide general advice and support to the Company for 5 to 10 hours per month for a fee of $3 per month.

        Fulfillment services and consulting services and support were purchased from SEI Information Technology and from Mr. Shields. Total fees incurred for services from SEI Information Technology were $287, $0 and $40 for the years ended December 31, 2001, 2002, and 2003, respectively. Total fees incurred for services from Mr. Shields were $0, $25 and $32 for the years ended December 31, 2001, 2002, and 2003, respectively.

(10)—Foreign Currency Derivatives

        On April 22, 2003, the Company entered into a U.S. dollar/euro currency swap agreement (the "Swap") with Philips N.V. to minimize the exchange rate exposure between the U.S. dollar and the euro on the expected repayment of an intercompany obligation. The terms of the Swap are described in Note 9 under the caption "Swap Agreement."

        The Swap was not designated for hedge accounting and therefore changes in the fair value of the Swap are recognized in current period earnings. A loss on the fair value of the Swap of $21,997 was recorded for the year ended December 31, 2003. This loss was offset by a foreign currency transaction gain of $22,915 recognized as a result of the remeasurement of the outstanding intercompany obligation at December 31, 2003. A foreign currency transaction loss of $963 was recognized in earnings during the year ended December 31, 2003 resulting from foreign currency exchange differences arising on the repayments of the intercompany obligation subsequent to entering into the Swap. From January 1, 2003 until the Swap was entered into on April 22, 2003, the Company recognized an unrealized gain on the remeasurement of the intercompany obligation of $7,760.

(11)—Employee Benefit Plans

        The Company sponsors a Savings and Investment Plan (the Plan) that qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. All of the Company's employees who have completed three months of service are eligible to participate in the Plan. The Plan allows participants to contribute up to 20% of eligible compensation, subject to the maximum amount allowable under Internal Revenue Service regulations. The Plan permits, but does not require, additional matching contributions by the Company. In addition, the Company has sponsored savings and investment plans in its European subsidiaries. The Company contributed $1,527, $580, and $1,602 to these defined contribution employee benefit plans for the years ended December 31, 2001, 2002, and 2003, respectively.

(12)—Enterprise-wide Disclosures

        The Company operates in one business segment and therefore does not report operating loss, identifiable assets and/or other resources related to business segments. The Company derives its

F-28

revenues from database license fees. Revenues are attributed to North America (United States) and Europe (The Netherlands) based on the entity that executed the related licensing agreement.

        The following summarizes net revenue on a geographic basis for the years ended December 31, 2001, 2002, and 2003:

			Years ended December 31,
			2001		2002	2003
Net revenue:
	North America		$	39,796	52,807	91,664
	Europe			70,635	113,042	180,959
		Total net revenue	$	110,431	165,849	272,623

        The following summarizes long-lived assets on a geographic basis as of December 31, 2002 and 2003:

			December 31,
			2002		2003
Property and equipment, net:
	North America		$	5,762	8,331
	Europe			2,086	3,587
		Total property and equipment, net	$	7,848	11,918
Capitalized software development costs, net:
	North America		$	18,951	22,605
	Europe			—	—
		Total capitalized software development costs, net	$	18,951	22,605

(13)—Concentrations of Risk

        Approximately 29% of the Company's revenue for the year ended December 31, 2003 was from two customers, accounting for 18% and 12%, respectively, of total revenue. Approximately 28% of the Company's revenue for the year ended December 31, 2002 was from two customers, accounting for 15% and 13%, respectively, of total revenue. Approximately 30% of the Company's revenue for the year ended December 31, 2001 was from two customers, accounting for 19% and 11%, respectively, of total revenue.

(14)—Lease Obligations

        The Company leases its facilities, automobiles, and certain equipment under operating leases expiring through 2013. Monthly payments under certain facility leases are subject to fixed increases. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the lease term. The leases require the Company to pay property taxes, insurance, maintenance, and repair costs.

F-29

        The Company's aggregate future minimum lease obligations as of December 31, 2003 are as follows:

Year ending December 31:
2004	$	11,976
2005		8,722
2006		7,100
2007		4,923
2008		1,420
Thereafter		3,616
	$	37,757

        Total rent expense under operating leases for facilities and equipment was $7,271, $8,301, and $8,850 for the years ended December 31, 2001, 2002, and 2003, respectively.

(15)—Quarterly Results (unaudited)

        The following table presents the Company's selected unaudited quarterly results:

		First Quarter			Second Quarter		Third Quarter		Fourth Quarter
For the year ended December 31, 2002
	Net revenue	$	30,785		38,593		44,822		51,649
	Operating income (loss)		(2,193	)	2,439		6,088		3,594
	Net income (loss)		(2,585	)	1,990		5,434		3,316
	Net income (loss) applicable to common stockholders		(37,209	)	(34,787	)	(33,629	)	3,316
	Basic and diluted earnings (loss) per share of common stock *		(0.09	)	(0.09	)	(0.08	)	0.00
For the year ended December 31, 2003
	Net revenue	$	52,035		67,534		71,320		81,734
	Operating income		11,628		20,703		19,483		11,944
	Net income		15,477		22,773		18,693		178,872
	Net income applicable to common stockholders		15,477		22,773		18,693		178,872
	Basic earnings per share of common stock		0.01		0.02		0.02		0.15
	Diluted earnings per share of common stock		0.01		0.02		0.02		0.14

*

The earnings (loss) per share computation for the year is a separate, annual calculation. Accordingly, the sum of the quarterly earnings per share amounts does not necessarily equal the earnings per share for the year.

F-30

NAVTEQ CORPORATION
AND SUBSIDIARIES

FINANCIAL STATEMENT SCHEDULE

SCHEDULE II
Valuation and Qualifying Accounts

Allowance for Doubtful Accounts (In thousands):

Year	Balance at Beginning of Year		(1) Additions	(2) Deductions		Balance at End of Year
2001	$	1,090	913	(337	)	1,666
2002		1,666	1,795	(677	)	2,784
2003		2,784	1,584	(490	)	3,878

(1)

Provision for bad debts.

(2)

Accounts receivable written off against the allowance.

See accompanying independent auditors' report.

F-31

QuickLinks

PART I

Item 1. Business.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.
Item 6. Selected Financial Data.

NAVTEQ CORPORATION AND SUBSIDIARIES (In thousands, except per share amounts)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

(Amounts in thousands, except per share amounts)
Payments due by Period
Amount Expiring Per Period

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.

PART III

Item 10. Directors and Executive Officers.

Item 11. Executive Compensation

Option Grants In Last Fiscal Year
Options Exercised During 2003 and Options Values at December 31, 2003
PART III

Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

SIGNATURES
EXHIBIT INDEX
NAVTEQ CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report
NAVTEQ CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share amounts)
NAVTEQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except per share data)
NAVTEQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)
Notes to Consolidated Financial Statements (amounts in thousands, except per share amounts)
NAVTEQ CORPORATION AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE

EX-3.2

                                                                     Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                       NAVIGATION TECHNOLOGIES CORPORATION

                    ----------------------------------------
                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware
                    ----------------------------------------

       Navigation Technologies Corporation, a Delaware corporation, does hereby
certify as follows:

       FIRST: That the Amended and Restated Certificate of Incorporation of
Navigation Technologies Corporation is hereby amended so that article First
shall be deleted as it now exists and the following new article First shall
read:

              FIRST: The name of the corporation is NAVTEQ Corporation (the
       "Corporation" or the "Company").

       SECOND: That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by resolutions of the board of directors and by written consent of the
stockholders of Navigation Technologies Corporation pursuant to Section 228 of
the General Corporation Law of the State of Delaware.

       IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to Certificate of Incorporation to be signed this 30th day of January,
2004

                                      Navigation Technologies Corporation


                                      By: /s/ Lawrence M. Kaplan
                                          ----------------------
                                      Its: Vice President and General Counsel
                                           ----------------------------------

EX-10.8(VI)

                                                                Exhibit 10.8(vi)

[INDICATED PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND FILED SEPARATELY WITH
 THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                   TREATMENT]

                                    SCHEDULE
                             TERRITORY LICENSE NO. 8

             QUICK REFERENCE TITLE: Automotive Product (Middle East  [redacted])


Pursuant to ARTICLE 4 of the Data License Agreement between NAVTECH and LICENSEE
dated as of the Effective Date identified therein and reiterated below
("Agreement"), NAVTECH and LICENSEE hereby agree to the following additional
terms and conditions which, upon the execution of this Schedule, shall become a
Territory License under the Agreement.

I.     PARTIES & TERM.

       LICENSEE:                              Harman International Industries,
                                              Incorporated

       Effective Date of Agreement:           [redacted]

       Effective Date of Territory License:   [redacted]

       Expiration Date of Territory License:  July 31, 2005, subject to
                                              Section XII(a) below.

II.    LICENSED TERRITORY.                    United Arab Emirates, Kuwait,
                                              Bahrain, Oman, Saudi Arabia and
                                              Qatar

       Each of the Territories of United Arab Emirates, Kuwait, Bahrain, Oman,
       Saudi Arabia and Qatar shall be referred to herein as a "Country".

III.   LICENSED NAVTECH DATA.  Notwithstanding any provision the Agreement to
       the contrary:

       (a)    CONTENT. The NAVTECH Data licensed hereunder is the geographic
              data of the Licensed Territory developed by NAVTECH and, for each
              Country, having the features and attributes [redacted].

       (b)    DELIVERY. [redacted]

       (c)    UPDATES. [redacted]

IV.    USE RIGHTS:

       Pursuant to Section 4.1 of the Agreement, LICENSEE's Use Rights are
       limited to:

       (a)    compiling the NAVTECH Data [redacted]; and

Harman Territory License #8                CONFIDENTIAL                   Page 1



       (b)    producing Copies of the NAVTECH Data compiled pursuant to subpart
              (a) above [redacted], and distributing such Copies, [redacted].

V.     APPLICATION.

       [redacted]

VI.    LICENSE FEES.

       (a) AMOUNTS. LICENSEE shall pay NAVTECH license fees as follows:
           [redacted]

       (b) DUE DATES. [redacted]

VII.   [redacted]

VIII.  [redacted]

IX.    CURRENCY.

       U.S. Dollars

X.     BANK ACCOUNT.

       License fees shall be payable to Navigation Technologies Corporation at
       the bank account specified by NAVTECH from time to time.

XI.    END-USER TERMS.

       Attached as EXHIBIT A.

XII.   SPECIAL PROVISIONS.

       (a)     [redacted]

NAVIGATION TECHNOLOGIES                       HARMAN INTERNATIONAL INDUSTRIES,
CORPORATION                                   INCORPORATED


 /s/ Lawrence M. Kaplan                         /s/ Edwin C. Summers
- -------------------------------------         ----------------------
Signature                                     Signature

 Lawrence M. Kaplan                             Edwin C. Summers
- ------------------------------------          ------------------
Name                                          Name

 VP and General Counsel                         Vice President
- --------------------------------------        ----------------
Title                                         Title

Harman Territory License #8                CONFIDENTIAL                   Page 2



                                    EXHIBIT A
                                 END-USER TERMS

The data ("Data") is provided for your personal, internal use only and not for
resale. It is protected by copyright, and is subject to the following terms and
conditions which are agreed to by you, on the one hand, and [LICENSEE]
("[LICENSEE]") and its licensors (including their licensors and suppliers) on
the other hand.

(C) [insert appropriate year] Navigation Technologies. All rights reserved.

TERMS AND CONDITIONS

PERSONAL USE ONLY. You agree to use this Data together with [insert name of
LICENSEE's authorized Application] for the solely personal, non-commercial
purposes for which you were licensed, and not for service bureau, time-sharing
or other similar purposes. Accordingly, but subject to the restrictions set
forth in the following paragraphs, you may copy this Data only as necessary for
your personal use to (i) view it, and (ii) save it, provided that you do not
remove any copyright notices that appear and do not modify the Data in any way.
You agree not to otherwise use, reproduce, copy, modify, decompile, disassemble
or reverse engineer any portion of this Data, and may not transfer or distribute
it in any form, for any purpose, except to the extent permitted by mandatory
laws.

NO WARRANTY. This Data is provided to you "as is," and you agree to use it at
your own risk. [LICENSEE] and its licensors (and their licensors and suppliers)
make no guarantees, representations or warranties of any kind, express or
implied, arising by law or otherwise, including but not limited to, content,
quality, accuracy, completeness, effectiveness, reliability, fitness for a
particular purpose, usefulness, use or results to be obtained from this Data, or
that the Data or server will be uninterrupted or error-free.

DISCLAIMER OF WARRANTY: [LICENSEE] AND ITS LICENSORS (INCLUDING THEIR LICENSORS
AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY,
PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain
warranty exclusions, so to that extent the above exclusion may not apply to you.

DISCLAIMER OF LIABILITY: [LICENSEE] AND ITS LICENSORS (INCLUDING THEIR LICENSORS
AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR
ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION
ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM
THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE,
CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS
INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR
CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY,
EVEN IF [LICENSEE] OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. Some States, Territories and Countries do not allow certain liability
exclusions or damages limitations, so to that extent the above may not apply to
you.

EXPORT CONTROL. You agree not to export from anywhere any part of the Data
provided to you or any direct product thereof except in compliance with, and
with all licenses and approvals required under, applicable export laws, rules
and regulations.

GOVERNMENT END USERS. If the Data is being acquired by or on behalf of the
United States government or any other entity seeking or applying rights similar
to those customarily claimed by the United States government, the Data is
licensed with "Restricted Rights." Utilization of the Data is subject to the
restrictions specified in the "Rights in Technical Data and Computer Data"
clause at DFARS 252.227-7013, or the equivalent clause for non-defense agencies.
Manufacturer is Navigation Technologies Corporation, 10400 West Higgins Road,
Rosemont, Illinois 60018.

INDEMNITY. You agree to indemnify, defend and hold [LICENSEE] and its licensors
(including their respective licensors, suppliers, assignees, subsidiaries,
affiliated companies, and the respective officers, directors, employees,
shareholders,

Harman Territory License #8                CONFIDENTIAL                 Page A-1



agents and representatives of each of them) free and harmless from and against
any liability, loss, injury (including injuries resulting in death), demand,
action, cost, expense, or claim of any kind or character, including but not
limited to attorney's fees, arising out of or in connection with any use or
possession by you of this Data.

ENTIRE AGREEMENT. These terms and conditions constitute the entire agreement
between [LICENSEE] (and its licensors, including their licensors and suppliers)
and you pertaining to the subject matter hereof, and supersedes in their
entirety any and all written or oral agreements previously existing between us
with respect to such subject matter.

GOVERNING LAW. The above terms and conditions shall be governed by the laws of
The Netherlands, without giving effect to (i) its conflict of laws provisions,
or (ii) the United Nations Convention for Contracts for the International Sale
of Goods, which is explicitly excluded. You agree to submit to the jurisdiction
of The Netherlands for any and all disputes, claims and actions arising from or
in connection with the Data provided to you hereunder.

Harman Territory License #8                CONFIDENTIAL                 Page A-2

EX-10.16

                                                                   Exhibit 10.16

================================================================================


                                 [JPMORGAN LOGO]


                                   $15,000,000


                       364 DAY REVOLVING CREDIT AGREEMENT


                          dated as of November 10, 2003


                                     between


                   NAVIGATION TECHNOLOGIES NORTH AMERICA, LLC


                                       and


                               JPMORGAN CHASE BANK


================================================================================



                                TABLE OF CONTENTS



                                                                                         Page
                                                                                         ----
                                                                                        
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.      Defined Terms........................................................    1
SECTION 1.02.      Terms Generally......................................................    8
SECTION 1.03.      Accounting Terms; GAAP...............................................    8


                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01.      Commitment...........................................................    8
SECTION 2.02.      Loans................................................................    9
SECTION 2.03.      Requests for Loans...................................................    9
SECTION 2.04.      Funding of Loans.....................................................    9
SECTION 2.05.      Interest Elections...................................................    9
SECTION 2.06.      Termination and Reduction of Commitment..............................   10
SECTION 2.07.      Repayment of Loans; Evidence of Debt.................................   10
SECTION 2.08.      Prepayment of Loans..................................................   11
SECTION 2.09.      Fees.................................................................   11
SECTION 2.10.      Interest.............................................................   11
SECTION 2.11.      Alternate Rate of Interest...........................................   12
SECTION 2.12.      Increased Costs......................................................   12
SECTION 2.13.      Break Funding Payments...............................................   13
SECTION 2.14.      Taxes................................................................   13


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.      Organization; Powers.................................................   14
SECTION 3.02.      Authorization; Enforceability........................................   14
SECTION 3.03.      Governmental Approvals; No Conflicts.................................   14
SECTION 3.04.      Financial Condition; No Material Adverse Change......................   14
SECTION 3.05.      Properties...........................................................   14
SECTION 3.06.      Litigation and Environmental Matters.................................   15
SECTION 3.07.      Compliance with Laws and Agreements..................................   15
SECTION 3.08.      Investment and Holding Company Status................................   15
SECTION 3.09.      Taxes................................................................   15
SECTION 3.10.      ERISA................................................................   15
SECTION 3.11.      Disclosure...........................................................   15




                                                                                        
                                   ARTICLE IV

                                   CONDITIONS

SECTION 4.01.      Effective Date.......................................................   16
SECTION 4.02.      Each Credit Event....................................................   16


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01.      Financial Statements and Other Information...........................   17
SECTION 5.02.      Notices of Material Events...........................................   18
SECTION 5.03.      Existence; Conduct of Business.......................................   18
SECTION 5.04       Payment of Obligations...............................................   18
SECTION 5.05.      Maintenance of Properties; Insurance.................................   18
SECTION 5.06.      Books and Records; Inspection Rights.................................   18
SECTION 5.07.      Compliance with Laws.................................................   18
SECTION 5.08.      Use of Proceeds and Letters of Credit................................   19

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01.      Indebtedness.........................................................   19
SECTION 6.02.      Liens................................................................   20
SECTION 6.03.      Fundamental Changes..................................................   20
SECTION 6.04.      Investments, Loans, Advances, Guarantees and Acquisitions............   20
SECTION 6.05.      Hedging Agreements...................................................   21
SECTION 6.06.      Restricted Payments..................................................   21
SECTION 6.07.      Transactions with Affiliates.........................................   21
SECTION 6.08.      Restrictive Agreements...............................................   21


                                   ARTICLE VII

                   EVENTS OF DEFAULT....................................................   22





                                                                                        
                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01.      Notices...............................................................  23
SECTION 8.02.      Waivers; Amendments...................................................  24
SECTION 8.03.      Expenses; Indemnity; Damage Waiver....................................  24
SECTION 8.04.      Successors and Assigns................................................  25
SECTION 8.05.      Survival..............................................................  25
SECTION 8.06.      Counterparts; Integration;  Effectiveness.............................  26
SECTION 8.07.      Severability..........................................................  26
SECTION 8.08.      Right of Setoff.......................................................  26
SECTION 8.09.      Governing Law; Jurisdiction; Consent to Service of Process............  26
SECTION 8.10.      WAIVER OF JURY TRIAL..................................................  27
SECTION 8.11.      Headings..............................................................  27
SECTION 8.12.      Confidentiality.......................................................  27
SECTION 8.13.      Interest Rate Limitation..............................................  27



SCHEDULES:

Schedule 3.01 -- Subsidiaries
Schedule 3.06 -- Disclosed Matters
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04 --  Investments
Schedule 6.05 --  Hedging Agreements
Schedule 6.06 --  Restricted Payments
Schedule 6.07 --  Transactions with Affiliates
Schedule 6.08 -- Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Opinion of Borrower's Counsel
Exhibit A-1 -- Form of Opinion of Guarantor's Counsel
Exhibit B -- Notice of Borrowing Request
Exhibit C -- Authorization Letter
Exhibit D -- Certificate of Chief Financial Officer



       CREDIT AGREEMENT dated as of November 10, 2003 between Navigation
Technologies North America, LLC and JPMorgan Chase Bank.

       The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

       SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms have the meanings specified below:

       "ABR", when used in reference to any Loan, refers to whether such Loan is
bearing interest at a rate determined by reference to the Alternate Base Rate.

       "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Loan for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

       "AFFILIATE" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

       "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate, or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate, or the Federal Funds Effective Rate, respectively.

       "APPLICABLE RATE" means, for any day, with respect to any ABR Loan,
Eurodollar Revolving Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum (expressed in basis
points) set forth below under the caption "ABR Spread", "Eurodollar Spread" or
"Facility Fee Rate", as the case may be:



                     ABR SPREAD              EURODOLLAR SPREAD        FACILITY FEE RATE
              ------------------------- -------------------------- -----------------------
                                                                      
                         0                         100                      37.5
              ------------------------- -------------------------- -----------------------


       "AUTHORIZATION LETTER" means the letter agreement executed by the
Borrower in the form of Exhibit C.

       "AVAILABILITY PERIOD" means the period from and including the Effective
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitment.

       "BANK" means JPMorgan Chase Bank.

       "BOARD" means the Board of Governors of the Federal Reserve System of the
United States of America.

       "BORROWER" means Navigation Technologies North America, LLC.

       "BORROWING REQUEST" means a request by the Borrower for a Loan in
accordance with Section 2.03.

       "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day
on which commercial



banks in New York City are authorized or required by law to remain closed;
PROVIDED that, when used in connection with a Eurodollar Loan, the term
"BUSINESS DAY" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

       "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

       "CHANGE IN CONTROL OF THE BORROWER" means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) of shares representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of the Borrower;
(b) occupation of a majority of the seats (other than vacant seats) on the board
of directors of the Borrower by Persons who were neither (i) nominated by the
board of directors of the Borrower nor (ii) appointed by directors so nominated;
or (c) the acquisition of direct or indirect Control of the Borrower by any
Person or group.

       "CHANGE IN CONTROL OF THE GUARANTOR" means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) of shares representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of the Guarantor;
(b) occupation of a majority of the seats (other than vacant seats) on the board
of directors of the Guarantor by Persons who were neither (i) nominated by the
board of directors of the Guarantor nor (ii) appointed by directors so
nominated; or (c) the acquisition of direct or indirect Control of the Guarantor
by any Person or group.

       "CHANGE IN LAW" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by the Bank with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

       "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

       "COMMITMENT" means, the commitment of the Bank to make Loans, as such
commitment may be reduced from time to time pursuant to Section 2.06. The
initial amount of the Bank's Commitment is $15,000,000.

       "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

       "DEFAULT" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

       "DISCLOSED MATTERS" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

       "DOLLARS" or "$" refers to lawful money of the United States of America.

       "EFFECTIVE DATE" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 8.02).



       "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments or injunctions issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

       "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment, or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

       "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

       "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Guarantor and/or the Borrower, is treated
as a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

       "ERISA EVENT" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Guarantor, the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

       "EURODOLLAR", when used in reference to any Loan, refers to whether such
Loan is bearing interest at a rate determined by reference to the Adjusted LIBO
Rate.

       "EVENT OF DEFAULT" has the meaning assigned to such term in Article VII.

       "EXCLUDED TAXES" means, with respect to the Bank, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located.

       "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Bank from three Federal funds brokers of



recognized standing selected by it.

       "FINANCIAL OFFICER" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

       "GAAP" means generally accepted accounting principles in the United
States of America.

       "GOVERNMENTAL AUTHORITY" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

       "GUARANTEE" of or by any Person (the "GUARANTOR") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; PROVIDED, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

       "GUARANTOR" means Navigation Technologies Corporation.

       "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

       "HEDGING AGREEMENT" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

       "Increased Cost" means:
       (a)    an additional or increased cost;
       (b)    a reduction in the rate of return under this Agreement or on the
              Bank's (or its Affiliate's) overall capital; or
       (c)    a reduction of an amount due and payable under this Agreement,
              which is incurred or suffered by the Bank or any of its Affiliates
              but only to the extent attributable to the Bank having entered
              into this Agreement or funding or performing its obligations under
              this Agreement.

       "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby



has been assumed, (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (j) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

       "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

       "INTEREST ELECTION REQUEST" means a request by the Borrower to convert or
continue a Loan in accordance with Section 2.08.

       "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan, the first
Business Day of each month, on the date any ABR Loan is paid or converted to a
Eurodollar Loan, and on the Maturity Date, and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period therefor.

       "INTEREST PERIOD" means, with respect to any Eurodollar Loan, the period
commencing on the date of such Loan and ending on the numerically corresponding
day in the calendar month that is one, two or three months thereafter, as the
Borrower may elect; PROVIDED, that (i) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Loan only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Loan that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Loan initially shall be the date on which such
Loan is made and, thereafter shall be the effective date of the most recent
conversion or continuation of such Loan.

       "LIBO RATE" means, with respect to any Eurodollar Loan for any Interest
Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Bank from
time to time for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "LIBO RATE" with respect to such Eurodollar Loan for such
Interest Period shall be the rate (rounded upwards, if necessary, to the next
1/16 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable
to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

       "LIEN" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

       "LOANS" means the loans made by the Bank to the Borrower pursuant to this
Agreement.



       "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
assets, operations, or financial condition of the Borrower, the Guarantor and
the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform
any of its obligations under this Agreement or the ability of the Guarantor to
perform any of its obligations under the Guarantee of the Borrower's
obligations, or (c) the rights of or benefits available to the Bank under this
Agreement or the Guarantor's Guarantee.

       "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of (i) any one or more
of the Borrower and its Subsidiaries, in an aggregate principal amount exceeding
$5,000,000, or (ii) of the Guarantor, in an aggregate principal amount exceeding
$5,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Guarantor, the Borrower or any Subsidiary in
respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Guarantor, the
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

       "MATURITY DATE" means November 8, 2004.

       "MOODY'S" means Moody's Investors Service, Inc.

       "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

       "OTHER TAXES" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

       "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

       "PERMITTED ENCUMBRANCES" means:

       (a)    Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

       (b)    carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.04;

       (c)    pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

       (d)    deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business; and

         (e) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary.

PROVIDED that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

       "PERMITTED INVESTMENTS" means:

       (a)    direct obligations of, or obligations the principal of and
interest on which are



unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof;

       (b)    investments in commercial paper (excluding commercial paper issued
by the Borrower or any of the Borrower's Affiliates) maturing within 270 days
from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody's;

       (c)    investments in certificates of deposit, banker's acceptances and
time deposits maturing within 180 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by, any domestic office of any commercial bank organized under the
laws of the United States of America or any State thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000;

       (d)    fully collateralized repurchase agreements with a term of not more
than 30 days for securities described in clause (a) above and entered into with
a financial institution satisfying the criteria described in clause (c) above;
and

       (e)    the financial arrangements listed on Schedule 6.04 hereto and any
extensions and renewals thereof.

       "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

       "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Guarantor,
the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

       "PRIME RATE" means the rate of interest per annum publicly announced from
time to time by the Bank as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

       "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

       "RESTRICTED PAYMENT" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any shares of any class of
capital stock of the Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such shares of capital stock of the Borrower
or any option, warrant or other right to acquire any such shares of capital
stock of the Borrower.

       "STATUTORY RESERVE RATE" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Bank is subject with respect to the
Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.



       "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

       "SUBSIDIARY" means any subsidiary of the Guarantor or Borrower, as
applicable.

       "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

       "TRANSACTIONS" means the execution, delivery and performance by the
Borrower of this Agreement, the execution, delivery and performance by the
Guarantor of the Guarantee, the borrowing of Loans and the use of the proceeds
thereof.

       "TYPE", when used in reference to any Loan, refers to whether the rate of
interest on such Loan is determined by reference to the Adjusted LIBO Rate, the
Money Market Rate, or the Alternate Base Rate.

       "UNUSED COMMITMENT" means the daily average of the sum of (i) the
Commitment, minus (ii) the principal amount of Loans outstanding.

       "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

       SECTION 1.02. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

       SECTION 1.03. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; PROVIDED
that, if the Borrower notifies the Bank that the Borrower requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Bank notifies the Borrower that the Bank request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be



interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDIT

       SECTION 2.01. COMMITMENT.

       (a)    REVOLVING CREDIT LOANS. Subject to the terms and conditions set
forth herein, the Bank agrees to make Loans to the Borrower from time to time
during the Availability Period in an aggregate principal amount that will not
result in outstanding Loans exceeding the Commitment. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Loans.

       SECTION 2.02. LOANS. (a) At the commencement of each Interest Period for
any Eurodollar Loan, such Loan shall be in an amount that is an integral
multiple of $100,000 and not less than $1,000,000. At the time that each ABR
Loan is made, such Loan shall be in an aggregate amount that is an integral
multiple of $50,000; PROVIDED that an ABR Loan may be in an aggregate amount
that is equal to the entire unused balance of the total Commitment. Loans of
more than one Type and Class may be outstanding at the same time; PROVIDED that
there shall not at any time be more than a total of ten (10) Eurodollar Loans
outstanding.

       (b)    Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Loan if the Interest Period requested with respect thereto would end after
the Maturity Date.

       SECTION 2.03. REQUESTS FOR LOANS. To request a Loan, the Borrower shall
notify the Bank of such request by telephone (a) in the case of a Eurodollar
Loan, not later than 4 p.m., New York City time, three Business Days before the
date of the proposed Loan, or (b) in the case of a ABR Loan, not later than 3
p.m., New York City time, on the date of the proposed Loan. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Bank of a written Borrowing Request in the form
attached hereto as Exhibit B, and signed by the Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in
compliance with Section 2.02:

              (i)    the amount of the requested Loan;

              (ii)   the date of such Loan, which shall be a Business Day;

              (iii)  whether such Loan is to be an ABR Loan or a Eurodollar
                     Loan;

       (iv)   in the case of a Eurodollar Loan, the initial Interest Period to
be applicable thereto, which shall be a period contemplated by the definition of
the term "Interest Period"; and

              (v)    the location and number of the Borrower's account to which
                     funds are to be disbursed, which shall comply with the
                     requirements of Section 2.04.

If no election as to the Type of Loan is specified, then the requested Loan
shall be an ABR Loan. If no Interest Period is specified with respect to any
requested Eurodollar Loan, then the Borrower shall be deemed to have selected an
Interest Period as offered by the Bank, which shall not exceed one month's
duration, in the case of a Eurodollar Loan.



       SECTION 2.04. FUNDING OF LOANS. The Bank shall make each Loan available
to the Borrower by wire transfer to an account of the Borrower designated by the
Borrower in the applicable Borrowing Request.

       SECTION 2.05. INTEREST ELECTIONS. (a) Each Loan initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Loan, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Loan to a
different Type or to continue such Loan and, in the case of a Eurodollar Loan,
may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the
affected Loan and each such portion shall be considered a separate Loan.

       (b)    To make an election pursuant to this Section, the Borrower shall
notify the Bank of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a
Loan of the Type resulting from such election to be made on the effective date
of such election. Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Bank of a written Interest Election Request in a form approved by the Bank and
signed by the Borrower.

       (c)    Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

              (i)    the Loan to which such Interest Election Request applies
                     and, if different options are being elected with respect to
                     different portions thereof, the portions thereof to be
                     allocated to each resulting Loan (in which case the
                     information to be specified pursuant to clauses (iii) and
                     (iv) below shall be specified for each resulting Loan);

       (ii)   the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;


              (iii)  whether the resulting Loan is to be an ABR Loan or a
                     Eurodollar Loan; and

              (iv)   if the resulting Loan is a Eurodollar Loan, the Interest
                     Period to be applicable thereto after giving effect to such
                     election, which shall be a period contemplated by the
                     definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Loan but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month's duration for a Eurodollar Loan.

       (d)    If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Loan prior to the end of the Interest
Period applicable thereto, then, unless such Loan is repaid as provided herein,
at the end of such Interest Period such Loan shall be converted to an ABR Loan.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Bank so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Loan may be converted to
or continued as a Eurodollar Loan and (ii) unless repaid, each Eurodollar Loan
shall be converted to an ABR Loan at the end of the Interest Period applicable
thereto.

       SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENT. (a) Unless
previously terminated, the Commitment shall terminate on the Maturity Date.

       (b)    The Borrower may at any time terminate, or from time to time
reduce, the Commitment; PROVIDED that (i) each reduction of the Commitment shall
be in an amount that is an integral multiple of



$500,000 and not less than $1,000,000, and (ii) the Borrower shall not terminate
or reduce the Commitment if, after giving effect to any concurrent prepayment of
the Loans in accordance with Section 2.08, the aggregate amount of Loans
outstanding exceeds the Commitment.

       (c)    The Borrower shall notify the Bank of any election to terminate or
reduce the Commitment under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Each notice delivered
by the Borrower pursuant to this Section shall be irrevocable; PROVIDED that a
notice of termination of the Commitment delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the Bank on
or prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Commitment shall be permanent.

       SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrower
hereby unconditionally promises to pay to the Bank the then unpaid principal
amount of each Loan on the Maturity Date.

       (b)    The Bank shall maintain in accordance with its usual practice an
account or accounts evidencing (i) the indebtedness of the Borrower to the Bank
resulting from each Loan made by the Bank, including the amounts of principal
and interest payable and paid to the Bank from time to time hereunder, (ii) the
amount of each Loan made hereunder, the Type thereof and the Interest Period
applicable thereto, and (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to the Bank hereunder.

       (c)    The entries made in the accounts maintained pursuant to paragraph
(b) of this Section shall be PRIMA FACIE evidence of the existence and amounts
of the obligations recorded therein; PROVIDED that the failure of the Bank to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans in accordance with the terms of
this Agreement.

       (d)    The Bank may request that Loans be evidenced by a promissory note.
In such event, the Borrower shall prepare, execute and deliver to the Bank a
promissory note payable to the order of the Bank (or, if requested by the Bank,
to the Bank and its registered assigns). Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 8.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

       SECTION 2.08. PREPAYMENT OF LOANS. (a) The Borrower shall have the right
at any time and from time to time to prepay any Loan in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section.

       (b)    The Borrower shall notify the Bank by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Loan, not later than 11:00 a.m., New York City time, three Business
Days before the date of prepayment, (ii) in the case of prepayment of an ABR
Loan, not later than 11:00 a.m., New York City time, one Business Day before the
date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Loan or portion thereof to be
prepaid; PROVIDED that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitment as contemplated by Section
2.06, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.06. Each partial prepayment
of any Loan shall be in an amount that would be permitted in the case of an
advance of a Loan of the same Type as provided in Section 2.02. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.10.

       SECTION 2.09. FEES. (a) The Borrower agrees to pay to the Bank a facility
fee, which shall



accrue at the Facility Fee Applicable Rate on the daily amount of the Unused
Commitment during the period from and including the Effective Date to but
excluding the date on which the Commitment terminates. Accrued facility fees
shall be payable in arrears upon not less than ten (10) days prior written
notice on the last day of March, June, September and December of each year and
on the date on which the Commitment terminates, commencing on the first such
date to occur after the date hereof. All facility fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

       (b)    All fees payable hereunder shall be paid on the dates due, in
immediately available funds. Fees paid shall not be refundable under any
circumstances.

       SECTION 2.10. INTEREST. (a) The ABR Loans shall bear interest at the
Alternate Base Rate plus the Applicable Rate.

       (b)    The Eurodollar Loans shall bear interest at the Adjusted LIBO Rate
for the Interest Period in effect for such Loan plus the Applicable Rate.

       (c)    Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid within five (5) days of the date when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 1% plus the rate otherwise applicable to such Loan as
provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount, 1% plus the rate applicable to ABR Loans as provided in paragraph
(a) of this Section.

       (d)    Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Commitment;
PROVIDED that (i) interest accrued pursuant to paragraph (c) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an ABR Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of a Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

       (e)    All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Bank, and such
determination shall be conclusive absent manifest error.

       SECTION 2.11. ALTERNATE RATE OF INTEREST. If prior to the commencement of
any Interest Period for a Eurodollar Loan:

       (a)    the Bank determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period; or

       (b)    the Bank determines (which determination shall be conclusive
absent manifest error) that the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the
cost to the Bank of making or maintaining the Loan for such Interest Period;

then the Bank shall give notice thereof to the Borrower by telephone or telecopy
as promptly as practicable thereafter and, until the Bank notifies the Borrower
that the circumstances giving rise to such notice no



longer exist, (i) any Interest Election Request that requests the conversion of
any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Loan, such
Loan shall be made as an ABR Loan; PROVIDED that if the circumstances giving
rise to such notice affect only one Type of Loan, then the other Type of Loans
shall be permitted.

       SECTION 2.12. INCREASED COSTS.

       A.     Except as provided below in this clause, the Borrower must, within
three Business Days of demand by the Bank, pay to the Bank the amount of any
Increased Cost incurred by the Bank or any of its Affiliates as a result of:

              (a)    the introduction of, or any change in, or any change in the
interpretation or application of, any law or regulation; or

              (b)    compliance with any law or regulation made after the date
of this Agreement.

       B.     EXCEPTIONS. The Borrower need not make any payment for an
Increased Cost to the extent that the Increased Cost is:

              (a)    compensated for under another clause or would have been but
for an exception to that clause;

              (b)    a tax on the overall net income of the Bank or any of its
Affiliates; or

              (c)    attributable to the Bank or its Affiliate willfully failing
to comply with any law or regulation.

       C.     CLAIMS. If the Bank intends to make a claim for an Increased Cost
must notify the Borrower promptly of the circumstances giving rise to, and the
amount of, the claim and, where practicable, the Bank shall provide the Borrower
with reasonable details of the calculation of the amount of the claim.

       SECTION 2.13. BREAK FUNDING PAYMENTS.

       (a)    The Borrower must pay to the Bank its Break Costs.

       (b)    Break Costs are the amount (if any) determined by the Bank by
which:

              (i)    the interest which the Bank would have received for the
                     period from the date of receipt of any part of its share in
                     a Loan or an overdue amount to the last day of the
                     applicable Interest Period for that Loan or overdue amount
                     if the principal or overdue amount received had been paid
                     on the last day of that Interest Period, exceeds

              (ii)   the amount which the Bank would be able to obtain by
                     placing an amount equal to the amount received by it on
                     deposit with a leading bank in the appropriate interbank
                     market for a period starting on the Business Day following
                     receipt and ending on the last day of the applicable
                     Interest Period discounted at a rate equal to the sum of
                     the Applicable Rate and the Adjusted LIBOR Rate for the
                     relevant period in respect of that Loan or overdue amount
                     (as the case may be) to reflect that such amount is due on
                     a date (that is, the date which is five Business Days after
                     the date on which such amount is demanded by the Bank under
                     paragraph (a) above) which is earlier than the last day of
                     the current Interest Period of that Loan or overdue amount
                     (as the case may be).



       (c)    A certificate of the Bank setting forth any amount or amounts that
the Bank is entitled to receive pursuant to this section shall be delivered to
the Borrower and shall be conclusive absent manifest error. The Borrower shall
pay the Bank the amount shown as due on any such certificate within ten days
after receipt thereof.

       SECTION 2.14. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; PROVIDED that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

       (b)    In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

       (c)    The Borrower shall indemnify the Bank within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Bank on or with respect to any payment by or on account of any
obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by the Bank on its own behalf or on behalf of the Bank shall be
conclusive absent manifest error.

       (d)    As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Bank the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Bank.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

       The Borrower represents and warrants to the Bank that:

       SECTION 3.01. ORGANIZATION; POWERS. Each of the Guarantor, the Borrower
and their Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

       SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The Transactions are within
the Borrower's and the Guarantor's, as applicable, organizational powers and
have been duly authorized by all necessary organizational and, if required,
stockholder or member, as applicable, action. This Agreement has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

       SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions (a)
do not require any



consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of the Guarantor, the
Borrower or any of their Subsidiaries, or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Guarantor, the Borrower or any of
their Subsidiaries or their assets, or give rise to a right thereunder to
require any payment to be made by the Guarantor, the Borrower or any of their
Subsidiaries, and (d) will not result in the creation or imposition of any Lien
on any asset of the Guarantor, the Borrower or any of their Subsidiaries.

       SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE EFFECT. (a) The
Guarantor has heretofore furnished to the Bank its consolidated balance sheet
and statement of income, stockholders equity and cash flows as of and for the
fiscal year ended December 31, 2002, reported on by KPMG, LLP, independent
public accountants. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Guarantor and its consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP.

       (b)    As of the Effective Date and as of the date of any Loan hereunder:
since the date of the most recent financial statements delivered to the Bank
pursuant to Section 3.04(a) or Section 5.01(a) or (b), as applicable, there has
been no Material Adverse Effect.

       SECTION 3.05. PROPERTIES. (a) Each of the Guarantor, the Borrower and
their Subsidiaries has good title to, or valid leasehold interests in, all its
real and personal property material to its business, except for minor defects in
title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes.

       (b)    Each of the Guarantor, the Borrower and their Subsidiaries owns,
or is licensed to use, all trademarks, trade names, copyrights, patents and
other intellectual property material to its business, and the use thereof by the
Guarantor, the Borrower and their Subsidiaries does not infringe upon the rights
of any other Person, except for any such infringements that, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

       SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (a) Except for the
Disclosed Matters, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened against or affecting the Guarantor, the Borrower or any of
their Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or
the Transactions.

       (b)    Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Guarantor, the
Borrower nor any of their Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability, or (iv) knows of any basis for any Environmental
Liability.

       (c)    Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

       SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Except for the
Disclosed Matters, each of the Guarantor, the Borrower and their Subsidiaries is
in compliance with all laws, regulations and orders



of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

       SECTION 3.08. INVESTMENT AND HOLDING COMPANY STATUS. Neither the
Guarantor, the Borrower nor any of their Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

       SECTION 3.09. TAXES. Each of the Guarantor, the Borrower and their
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

       SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

       SECTION 3.11. DISCLOSURE. Taking into account any matters disclosed in
the Borrower's and Guarantor's public filings with the Securities and Exchange
Commission, the Guarantor and the Borrower have disclosed to the Bank all
agreements, instruments and corporate or other restrictions to which either of
them or any of their Subsidiaries are subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Guarantor or
the Borrower to the Bank in connection with the negotiation of this Agreement,
the Guarantor's Guarantee or delivered hereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
PROVIDED that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

                                   ARTICLE IV

                                   CONDITIONS

       SECTION 4.01. EFFECTIVE DATE. The obligation of the Bank to make Loans
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 8.02):

       (a)    The Bank (or its counsel) shall have received from each party
hereto either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Bank (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.

       (b)    The Bank shall have received a favorable written opinions
(addressed to the Bank and dated the Effective Date) of Piper Rudnick LLP,
counsel for the Borrower and the Guarantor, substantially in the form of Exhibit
A and Exhibit A-1, respectively, and covering such other matters relating to the
Borrower and the Guarantor, this Agreement, the Guarantor's Guarantee or the
Transactions as the Bank shall reasonably request. The Borrower hereby requests
such counsel to deliver such opinion.

       (c)    The Bank shall have received such documents and certificates as
the Bank or its counsel



may reasonably request relating to the organization, existence and good standing
of the Borrower and the Guarantor, the authorization of the Transactions and any
other legal matters relating to the Borrower, this Agreement or the
Transactions, all in form and substance satisfactory to the Bank and its
counsel.

       (d)    The Bank shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the
Borrower, confirming compliance with the conditions set forth in paragraphs (a)
and (b) of Section 4.02.

       (e)    The Bank (or its counsel) shall have received from the Guarantor a
duly executed Guarantee, in form and substance satisfactory to the Bank and its
counsel.

       (f)    The Bank shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder.

       (g)    The Bank shall have received an Authorization Letter from the
Borrower.

The Bank shall notify the Borrower of the Effective Date, and such notice shall
be conclusive and binding. Notwithstanding the foregoing, the obligation of the
Bank to make Loans hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 8.02) at or
prior to 3:00 p.m., New York City time, on November 21, 2003 (and, in the event
such conditions are not so satisfied or waived, the Commitment shall terminate
at such time).

       SECTION 4.02. EACH CREDIT EVENT. The obligation of the Bank to make any
Loan (including the initial Loan) is subject to the satisfaction of the
following conditions:

       (a)    The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct in all material respects on and as of
the date of such Loan.

       (b)    At the time of and immediately after giving effect to such Loan no
Default shall have occurred and be continuing.

The borrowing of each Loan shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section, except for any representation or
warranty which expressly relates to a prior date.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

       Until the Commitment has expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Bank that:

       SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower
will furnish to the Bank, at its New York office identified in Section 8.01(b),
the financial statements and other information set forth in this Section. The
Borrower's obligation to furnish the financial statements under clauses (a) and
(b) shall be deemed fulfilled by written notice to the Bank of the statement's
availability on-line at www.SEC.Gov/Edgar/SearchEdgar and the Bank's successful
access of the statements in that manner within the proscribed time period.

       (a)    within 90 days after the end of each fiscal year of the Guarantor,
its audited consolidated balance sheet and related statements of operations,
stockholders' equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all



reported on by KPMG, LLP or other independent public accountants of recognized
national standing (without a "going concern" or like qualification or exception
and without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the
Guarantor and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;

       (b)    within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Guarantor, its consolidated balance sheet
and related statements of operations, stockholders' equity and cash flows as of
the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of the Financial
Officers of each entity as presenting fairly in all material respects the
financial condition and results of operations of the Guarantor and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;

       (c)    concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the Borrower or
Guarantor, as applicable, in the form of Exhibit D (i) certifying as to whether
a Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, and
(ii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 3.04, and, if any such change has occurred, specifying the effect of
such change on the financial statements accompanying such certificate;

       (d)    promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary or the Guarantor with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or
distributed by the Guarantor to its shareholders generally, as the case may be;
and

       (e)    promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement, as
the Bank may reasonably request.

       SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to
the Bank prompt written notice of the following:

       (a)    the occurrence of any Default;

       (b)    the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower, the Guarantor or any Affiliate thereof that, could reasonably be
expected to result in a Material Adverse Effect;

       (c)    the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower, the Guarantor and their Subsidiaries in an aggregate
amount exceeding $5,000,000; and

       (d)    any other development that results in, or could reasonably be
expected to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

       SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS. The Borrower will, and will
cause each of its



Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business;
PROVIDED that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

       SECTION 5.04. PAYMENT OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could reasonably be expected to result in a Material Adverse
Effect before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

       SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

       SECTION 5.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Bank, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested.

       SECTION 5.07. COMPLIANCE WITH LAWS. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

       SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans will be used
only for working capital purposes and mergers and acquisitions permitted
hereunder. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations G, U and X.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

       Until the Commitment has expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full, the
Borrower covenants and agrees with the Bank that:

       SECTION 6.01. INDEBTEDNESS. The Borrower will not, and will not permit
any Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:

       (a)    Indebtedness created hereunder;

       (b)    Indebtedness existing on the date hereof and set forth in Schedule
6.01 and extensions, renewals and replacements of any such Indebtedness that do
not increase the outstanding principal amount thereof;



       (c)    Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other Subsidiary;

       (d)    Guarantees by the Borrower of Indebtedness of any Subsidiary and
by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;

       (e)    Indebtedness of the Borrower or any Subsidiary incurred to finance
the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof, and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof; PROVIDED that (i) such Indebtedness is incurred prior to or within 90
days after such acquisition or the completion of such construction or
improvement and (ii) the aggregate principal amount of Indebtedness permitted by
this clause (e) shall not exceed $5,000,000 at any time outstanding;

       (f)    Indebtedness of any Person that becomes a Subsidiary after the
date hereof; PROVIDED that (i) such Indebtedness exists at the time such Person
becomes a Subsidiary and is not created in contemplation of or in connection
with such Person becoming a Subsidiary and (ii) the aggregate principal amount
of Indebtedness permitted by this clause (f) shall not exceed $2,000,000 at any
time outstanding;

       (g)    Indebtedness of the Borrower or any Subsidiary as an account party
in respect of trade letters of credit;

       (h)    Other unsecured Indebtedness in an aggregate principal amount not
exceeding $5,000,000 at any time outstanding; and

       (i)    In addition to other Indebtedness permitted under the terms of
this Section 6.01, Indebtedness incurred with mergers and acquisitions permitted
hereunder, up to a maximum aggregate amount outstanding at any time of
$20,000,000.

       SECTION 6.02. LIENS. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

       (a)    Permitted Encumbrances;

       (b)    any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; PROVIDED
that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

       (c)    any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof
prior to the time such Person becomes a Subsidiary; PROVIDED that (i) such Lien
is not created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary , as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Subsidiary, as the case
may be [and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof]; and

       (d)    Liens on fixed or capital assets acquired, constructed or improved
by the Borrower or any



Subsidiary; PROVIDED that (i) such security interests secure Indebtedness
permitted by clause (e) of Section 6.01, (ii) such security interests and the
Indebtedness secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 100% of the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such security
interests shall not apply to any other property or assets of the Borrower or any
Subsidiary.

       SECTION 6.03. FUNDAMENTAL CHANGES. (a) The Borrower will not, and will
not permit any Subsidiary to, merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any
Subsidiary may merge into any Subsidiary in a transaction in which the surviving
entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv)
any Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Bank, and (v) Borrower may
consummate mergers and acquisitions as permitted by Section 6.04.

       (b)    The Borrower will not, and will not permit any of its Subsidiaries
to, engage to any material extent in any business other than businesses of the
type conducted by the Borrower and its Subsidiaries on the date of execution of
this Agreement and businesses related, similar or incidental thereto.

       SECTION 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
The Borrower will not, and will not permit any of its Subsidiaries to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:

       (a)    Permitted Investments;

       (b)    investments by the Borrower existing on the date hereof in the
capital stock of its Subsidiaries;

       (c)    loans or advances made by the Borrower to any Subsidiary and made
by any Subsidiary to the Borrower or any other Subsidiary;

       (d)    Guarantees constituting Indebtedness permitted by Section 6.01;

       (e)    mergers with other Persons or acquisitions of the capital stock or
assets of any Person, provided that such merger or acquisition does not result
in a Change of Control.

       SECTION 6.05. HEDGING AGREEMENTS. Except as set forth in Schedule 6.05,
the Borrower will not, and will not permit any of its Subsidiaries to, enter
into any Hedging Agreement, other than Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

       SECTION 6.06. RESTRICTED PAYMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment,



except (a) the Borrower may declare and pay dividends with respect to its
capital stock payable solely in additional shares of its common stock, (b)
Subsidiaries may declare and pay dividends ratably with respect to their capital
stock, (c) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of the Borrower and its Subsidiaries, (d) issuance of new shares of
capital stock in connection with mergers and acquisitions permitted hereunder,
and (e) as set forth in Schedule 6.06.

       SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Except as set forth in
Schedule 6.07, the Borrower will not, and will not permit any of its
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except (a) in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an arm's
length basis from unrelated third parties, (b) transactions between or among the
Borrower and its Subsidiaries not involving any other Affiliate, and (c) any
Restricted Payment permitted by Section 6.06.

       SECTION 6.08. RESTRICTIVE AGREEMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Subsidiary; PROVIDED that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by this Agreement, (ii)
the foregoing shall not apply to restrictions and conditions existing on the
date hereof identified on Schedule 6.08 (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness, and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases [and other contracts] restricting the
assignment thereof.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

       If any of the following events ("EVENTS OF DEFAULT") shall occur:

       (a)    the Borrower shall fail to pay any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment thereof or otherwise;

       (b)    the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of five
Business Days after notification by Bank;

       (c)    any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary or the Guarantor in or in connection with this
Agreement or any amendment or modification hereof or waiver hereunder, or in any
report, certificate, financial statement or other document furnished pursuant to
or in connection with this Agreement or any amendment or modification hereof or
waiver



hereunder, shall prove to have been incorrect in any material respect when made
or deemed made;

       (d)    the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Sections 5.02 or 5.08 or in Article VI;

       (e)    the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Article), and such failure shall continue
unremedied for a period of 30 days after notice thereof from the Bank to the
Borrower;

       (f)    the Borrower or any Subsidiary or the Guarantor shall fail to make
any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and
payable;

       (g)    any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; PROVIDED that this clause (g) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness;

       (h)    an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or the Guarantor or its debts, or
of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

       (i)    the Borrower or any Subsidiary or the Guarantor shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Subsidiary
or the Guarantor or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the foregoing;

       (j)    the Borrower or any Subsidiary or the Guarantor shall become
unable, admit in writing or fail generally to pay its debts as they become due;

       (k)    one or more judgments for the payment of money in an aggregate
amount in excess of $5,000,000 shall be rendered against the Borrower, the
Guarantor, any Subsidiary, or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Borrower or any Subsidiary to
enforce any such judgment;

       (l)    an ERISA Event shall have occurred that, in the opinion of the
Bank, when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding (i) $5,000,000 in any year or (ii)
$5,000,000 for all periods; or



       (m)    a Change in Control of the Borrower shall occur;

       (n)    a Change in Control of the Guarantor shall occur; or

       (o)    the Guarantee of the Borrower's obligations executed and delivered
to the Bank by the Guarantor shall at any time or for any reason cease to be in
full force and effect or shall be declared null and void, or the validity or
enforceability thereof shall be contested by the Guarantor or the Guarantor
shall deny it has any further liability or obligations thereunder;

then, and in every such event (other than an event with respect to the Borrower
or Guarantor described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Bank may, by notice to the
Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Commitment, and thereupon the Commitment shall
terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrower
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower or the Guarantor described in clause (h) or (i) of this Article, the
Commitment shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                                  Miscellaneous

       SECTION 8.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

       (a)    if to the Borrower, to it at 222 Merchandise Mart - Suite 900,
Chicago, Illinois 60654, ATTN: Chief Financial Officer and General Counsel
(Telecopy No.: (312) 894-7212);

       (b)    with a copy to: Piper Rudnick LLP, 203 North LaSalle Street,
Chicago, Illinois 60601, ATTN: Hal Brown (Telecopy No. (312) 236-7516);

       (c)    if to Bank, to it at 277 Park Avenue, New York 10172, Attention of
Asian/European Client Group (Telecopy No. 646 534-3922).

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

       SECTION 8.02. WAIVERS; AMENDMENTS. (a) No failure or delay by the Bank in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Bank hereunder are cumulative and
are not exclusive of any rights or remedies that they



would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by the Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan shall not be construed as a waiver of any Default, regardless
of whether the Bank may have had notice or knowledge of such Default at the
time.

       (b)    Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Bank.

       SECTION 8.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The Borrower shall
pay (i) all reasonable out-of-pocket expenses incurred by the Bank and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Bank and costs allocated by its internal legal department, in connection
with the preparation, administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) all
reasonable out-of-pocket expenses incurred by the Bank, including the fees,
charges and disbursements of any counsel for the Bank, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans.

       (b)    The Borrower shall indemnify the Bank, and each Related Party of
the Bank (each such Person being called an "INDEMNITEE") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or the proceeds therefrom, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
negligence or misconduct of such Indemnitee.

       (c)    To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

       (d)    All amounts due under this Section shall be payable promptly after
written demand therefor.

       SECTION 8.04. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Bank (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Bank) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



       (b)    The Bank may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); PROVIDED that, except in
the case of an assignment to an Affiliate of the Bank, the Borrower must give
its prior written consent to such assignment (which consent shall not be
unreasonably withheld); and PROVIDED FURTHER that any consent of the Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under clause (h) or (i) of Article VII has occurred and is continuing.
Subject to notification of an assignment, the assignee shall be a party hereto
and, to the extent of the interest assigned, have the rights and obligations of
the Bank under this Agreement, and the Bank shall, to the extent of the interest
assigned, be released from its obligations under this Agreement (and, in the
case of an assignment covering all of the Bank's rights and obligations under
this Agreement, the Bank shall cease to be a party hereto but shall continue to
be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 8.03). Any
assignment or transfer by the Bank of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by the Bank of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

       (c)    The Bank may, without the consent of the Borrower, sell
participations to one or more banks or other entities (a "PARTICIPANT") in all
or a portion of the Bank's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
PROVIDED that (i) the Bank's obligations under this Agreement shall remain
unchanged, (ii) the Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower shall
continue to deal solely and directly with the Bank in connection with the Bank's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which the Bank sells such a participation shall provide that the
Bank shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; PROVIDED
that such agreement or instrument may provide that the Bank will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 8.02(b) that affects such Participant.
Subject to paragraph (d) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to
the same extent as if it were the Bank and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.

       (d)    A Participant shall not be entitled to receive any greater payment
under Section 2.12 or 2.14 than the Bank would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower's prior written
consent.

       (e)    The Bank may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
the Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; PROVIDED that no such pledge or assignment of a security
interest shall release the Bank from any of its obligations hereunder or
substitute any such pledgee or assignee for the Bank as a party hereto.

       SECTION 8.05. SURVIVAL. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the Bank and shall survive the execution
and delivery of this Agreement and the making of any Loans, regardless of any
investigation made by the Bank or on its behalf and notwithstanding that the
Bank may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid and so long as the Commitment has not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.14 and 8.03 and Article VII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitment or the termination of



this Agreement or any provision hereof.

       SECTION 8.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Bank constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Bank
and when the Bank shall have received counterparts hereof which, when taken
together, bear the signature of the Borrower, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

       SECTION 8.07. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

       SECTION 8.08. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, the Bank and each of its Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by the Bank and such Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by the Bank, irrespective of whether or not
the Bank shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of the Bank under this Section are in
addition to other rights and remedies (including other rights of setoff) which
the Bank may have.

       SECTION 8.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

       (b)    The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Bank may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

       (c)    The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

       (d)    Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 8.01. Nothing in this
Agreement will affect the right of any party to this



Agreement to serve process in any other manner permitted by law.

       SECTION 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       SECTION 8.11. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

       SECTION 8.12. CONFIDENTIALITY. The Bank agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Bank on a
nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, "INFORMATION" means all information received from the Borrower
relating to the Borrower or its business, other than any such information that
is available to the Bank on a nonconfidential basis prior to disclosure by the
Borrower; PROVIDED that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

       SECTION 8.13. INTEREST RATE LIMITATION. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "CHARGES"), shall exceed the
maximum lawful rate (the "MAXIMUM RATE") which may be contracted for, charged,
taken, received or reserved by the Bank in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                     NAVIGATION TECHNOLOGIES NORTH AMERICA, LLC

                     By: /s/ David B. Mullen
                         -------------------



                     Name: David B. Mullen
                           ---------------
                     Title: Executive Vice President and Chief Financial Officer
                            ----------------------------------------------------

                     JPMORGAN CHASE BANK

                     By: /s/ Peter M. Hayes
                         ------------------
                     Name: Peter M. Hayes
                           --------------
                     Title: Vice President
                            --------------



EXHIBIT A

                       OPINION OF COUNSEL FOR THE BORROWER


                                [Effective Date]


JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017

Dear Sirs:

       [I/We] have acted as counsel for Navigation Technologies North America,
LLC, a Delaware corporation (the "Borrower"), in connection with the Credit
Agreement dated as of November ___, 2003 (the "Credit Agreement"), between the
Borrower and JPMorgan Chase Bank. Terms defined in the Credit Agreement are used
herein with the same meanings.

       [I, or individuals under my direction,/We] have examined originals or
copies, certified or otherwise identified to [my/our] satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as
[I/we] have deemed necessary or advisable for purposes of this opinion.

       Upon the basis of the foregoing, [I am/we are] of the opinion that:

       1.     The Borrower (a) is a limited liability company duly organized,
validly existing and in good standing under the laws of Delaware, (b) has all
requisite power and authority to carry on its business as now conducted and (c)
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

       2.     The Transactions are within the Borrower's organizational powers
and have been duly authorized by all necessary organizational and, if required,
organizational action. The Credit Agreement has been duly executed and delivered
by the Borrower and constitutes a legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

       3.     The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Borrower or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries.

       4.     There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to [my/our] knowledge,
threatened against or affecting the Borrower or any of its Subsidiaries (a) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect (other than the Disclosed Matters)
or (b) that involve the Credit Agreement or the



Transactions.

       5.     Neither the Borrower nor any of its Subsidiaries is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

       [I am a member/we are members] of the bar of the State of New York and
the foregoing opinion is limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware, the Limited Liability Company
Law of the State of Delaware and the Federal laws of the United States of
America. This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other Person (other than your successors and assigns as
Lenders and Persons that acquire participations in your Loans) without our prior
written consent.

                                            Very truly yours,

                                        2


EXHIBIT A-1

                      OPINION OF COUNSEL FOR THE GUARANTOR


                                [Effective Date]


JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017

Dear Sirs:

       [I/We] have acted as counsel for Navigation Technologies Corporation, a
Delaware corporation (the "Guarantor"), in connection with the Guaranty executed
and delivered by the Guarantor to JPMorgan Chase Bank (the "Guaranty") of the
obligations of Navigation Technologies North America, LLC (the "Borrower") in
connection with the Credit Agreement dated as of November ___, 2003 (the "Credit
Agreement"), between the Borrower and JPMorgan Chase Bank. Terms defined in the
Credit Agreement are used herein with the same meanings.

       [I, or individuals under my direction,/We] have examined originals or
copies, certified or otherwise identified to [my/our] satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as
[I/we] have deemed necessary or advisable for purposes of this opinion.

       Upon the basis of the foregoing, [I am/we are] of the opinion that:

       1.     The Guarantor (a) is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, (b) has all requisite
power and authority to carry on its business as now conducted and (c) except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

       2.     The Transactions are within the Guarantor's corporate powers and
have been duly authorized by all necessary corporate and, if required,
stockholder action. The Guaranty has been duly executed and delivered by the
Guarantor and constitutes a legal, valid and binding obligation of the
Guarantor, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

       3.     The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Guarantor or any of its Subsidiaries or
any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon the
Guarantor or any of its Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by the Guarantor or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien
on any asset of the Guarantor or any of its Subsidiaries.

       4.     There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to [my/our] knowledge,
threatened against or affecting the Guarantor or any of its Subsidiaries (a) as
to which there is a reasonable possibility of an adverse determination and that,
if



adversely determined, could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect (other than the Disclosed Matters)
or (b) that involve the Guaranty or the Transactions.

       5.     Neither the Guarantor nor any of its Subsidiaries is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

       [I am a member/we are members] of the bar of the State of New York and
the foregoing opinion is limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America. This opinion is rendered solely to you in connection
with the above matter. This opinion may not be relied upon by you for any other
purpose or relied upon by any other Person (other than your successors and
assigns as Lenders and Persons that acquire participations in your Loans)
without our prior written consent.

                                           Very truly yours,

                                        2


                                    EXHIBIT B

                           NOTICE OF BORROWING REQUEST

To:    JPMorgan Chase Bank
       ___________________________
       New York, New York ________
       Attention:_________________
       Fax No. (___) _____________

RE:    Credit Agreement dated as of November 10, 2003, by and between Navigation
       Technologies North America, LLC and JPMorgan Chase Bank (the "Credit
       Agreement")

       Notice of Borrowing Request

Dear Sir or Madam:

       Reference is made to the Credit Agreement for a complete statement of
its terms and conditions. Any capitalized term used and not otherwise defined
herein shall have the meaning ascribed to it in the Credit Agreement. The
Borrower hereby requests a Loan pursuant to Section 2.03 of the Credit
Agreement. [This notice confirms the telephonic loan request made [date and
time] by [representative of Borrower] to [representative of Bank].

(i)    Amount of the requested Loan: $______________________

(ii)   the date of such Loan, which shall be a Business Day:__________________

(iii)  Type of Loan (ABR Loan or a Eurodollar Loan):_________________

              (iv)   in the case of a Eurodollar Loan, the initial Interest
                     Period:___________


              (v)    Account Loan is to be wire transferred to:


       Bank Name: LaSalle Bank, NA
       Address: 135 S. LaSalle St., Chicago, IL, 60603
       Account Name: Navtech Main Depository Account
       ABA Number:071-000-505
       Account #:5800265570
       Swift code: LASLUS44

       If you have any questions, please direct them to the attention of the
undersigned.

                                   Very truly yours,

                                   Navigation Technologies North America, LLC

                                   By:
                                      ---------------------------------------



                                   Name:
                                        ------------------------------------
                                   Its:
                                       --------------------------------------

                                        2


                                    EXHIBIT C

                          FORM OF AUTHORIZATION LETTER

                                ----------------


JPMorgan Chase Bank
277 Park Avenue
New York, New York 10172

       RE:    Credit Agreement dated as of November 10, 2003 (the "Agreement")
              among Navigation Technologies North America, LLC (the "Borrower")
              and JPMorgan Chase Bank (the "Bank")

Ladies and Gentlemen:

       In connection with the captioned Credit Agreement, we hereby designate
any one of the following persons to give to you instructions, including notices
required pursuant to the Agreement, orally or by telephone or teleprocess:

              NAME (TYPEWRITTEN)

       Instructions may be honored on the oral, telephonic or teleprocess
instructions of anyone purporting to be any one of the above designated persons
even if the instructions are for the benefit of the person delivering them. We
will furnish you with confirmation of each such instruction either by telex
(whether tested or untested) or in writing signed by any person designated above
(including any telecopy which appears to bear the signature of any person
designated above) on the same day that the instruction is provided to you but
your responsibility with respect to any instruction shall not be affected by
your failure to receive such confirmation or by its contents.

       You shall be fully protected in, and shall incur no liability to us
for, acting upon any instructions which you in good faith believe to have been
given by any person designated above, and in no event shall you be liable for
special, consequential or punitive damages. In addition, we agree to hold you
and your agents harmless from any and all liability, loss and expense arising
directly or indirectly out of instructions that we provide to you in connection
with the Credit Agreement except for liability, loss or expense occasioned by
the gross negligence or willful misconduct of you or your agents.

       Upon notice to us, you may, at your option, refuse to execute any
instruction, or part thereof, without incurring any responsibility for any loss,
liability or expense arising out of such refusal if you in good faith believe
that the person delivering the instruction is not one of the persons designated
above or if the instruction is not accompanied by an authentication method that
we have agreed to in writing.

       We will promptly notify you in writing of any change in the persons
designated above and, until you have actually received such written notice and
have had a reasonable opportunity to act upon it, you are authorized to act upon
instructions, even though the person delivering them may no longer be
authorized.

                                          Very truly yours,



                                    EXHIBIT D

                       Certificate of a Financial Officer

                            CERTIFICATE OF COMPLIANCE
                                   Pursuant to
                                Credit Agreement
                          Dated as of November 10, 2003

       I, the undersigned, ___________, a Financial Officer of Navigation
Technologies North America, LLC (the "Borrower"), do certify to the JPMorgan
Chase Bank (the "Bank") as required under Section 5.01(c) of the Credit
Agreement (the "Agreement"), dated November 10, 2003 between the Bank and the
Borrower, as follows:

       1.     [No Default has occurred under the Agreement, and no condition,
              event or act which, with the giving of notice or the passage of
              time or both, would constitute an Event of Default under the
              Agreement, has occurred and is continuing or exists as of the date
              hereof.] or

       1.     [A Default has occurred under the Agreement, and the details
              thereof and any action taken or proposed to be taken with respect
              thereto are as follows:]

       2.     [No change in GAAP or in the application thereof has occurred
              since the date of the audited financial statements referred to in
              Section 3.04] or

       2.     [A change in GAAP or in the application thereof has occurred since
              the date of the audited financial statements referred to in
              Section 3.04, and the effect of such change on the financial
              statements accompanying this certificate is set forth as follows]:

       All terms used herein and not defined herein shall have the meanings
given to them in the Agreement.

       The Bank may rely on this Certificate in its evaluation of the
Financial Statements which it accompanies.

       IN WITNESS WHEREOF, I have executed this Certificate this _______ day of
 _______________.


                                     --------------------------------
                                     [Name and Title]



                                  SCHEDULE 3.01

                                  SUBSIDIARIES

Subsidiaries of Navigation Technologies Corporation, a Delaware corporation (the
"Company")

1.     Navigation Technologies North America, LLC (a Delaware limited liability
       company)

2.     Navigation Technologies International, LLC (a Delaware limited liability
       company)

3.     Navigation Technologies Kabushiki Kaisha (a Japan corporation)

4.     Navigation Technologies Canada, Inc. (an Ontario corporation)

5.     Navigation Technologies B.V. (a Netherlands corporation)

6.     Navigation Technologies GmbH (an Austria corporation)

7.     NV Navigation Technologies SA (a Belgium corporation)

8.     Navigation Technologies S.A.S. (a France corporation)

9.     Navigation Technologies NavTech GmbH (a Germany corporation)

10.    Navigation Technologies S.r.l. (an Italy corporation)

11.    Navigation Technologies--Technologias de Navegacao, Unipessoal, Ltd (a
       Portugal corporation)

12.    Navigation Technologies S.L. (a Spain corporation)

13.    Navigation Technologies Sweden AB (a Sweden corporation)

14.    Navigation Technologies (NavTech) GmbH (a Switzerland corporation)

15.    Navigation Technologies Ltd. (a United Kingdom corporation)

16.    Navigation Technologies SRO (a Czech Republic corporation)



                                  SCHEDULE 3.06
                                DISCLOSED MATTERS

1.     On August 5, 2003, Navigation Technologies Corporation (the "Company")
received a subpoena from the U.S. Department of Commerce requiring that the
Company produce certain documents in connection with one of the Company's
customers. The Company has engaged outside counsel to assist the Company in
responding to such subpoena, and has produced various documents to the U.S.
Department of Commerce in response thereto.

2.     On September 20, 2002, Philips Consumer Electronics B.V. ("Philips B.V.")
filed a complaint (the "Initial Complaint") against the Company in the Court of
Chancery of the State of Delaware (the "Litigation"). The Initial Complaint
alleged that the Company did not intend to comply with its obligations under the
Certificates of Designation for the Company's Series A and Series B cumulative
convertible preferred stock ("Certificates of Designation") to convert such
preferred stock into the Company's common stock pursuant to the terms of such
Certificates of Designation. The Initial Complaint sought declaratory relief,
injunctive relief and specific performance to require the Company to determine
the applicable conversion price in accordance with the terms of the respective
Certificates of Designation. On September 27, 2002, a Special Committee of the
Board of Directors was formed to manage the Company's defense to the Litigation.
On December 30, 2002, the Special Committee issued a report to the Board of
Directors reporting, among other things, that Messrs. van Ommeren and Shields,
as directors of the Company and as members of the Special Committee, had
determined that Messrs. van Ommeren and Shields are the disinterested members of
the Board of Directors for purposes of determining the conversion price (i.e.,
the Current Market Price of the Company's common stock, as defined in the
respective Certificates of Designation) for the Series A and Series B cumulative
convertible preferred stock pursuant to the respective Certificates of
Designation. Messrs. van Ommeren and Shields then determined that the Current
Market Price of the Company's common stock as of October 1, 2002 was $0.86 per
share. This determination was made by Messrs. van Ommeren and Shields and does
not reflect the views of the full Board of Directors of the Current Market
Price.

All of the Series A and Series B cumulative convertible preferred stock
automatically converted pursuant to their terms as of October 1, 2002 into
776,675,105.686 shares of common stock based on the determination by Messrs.
Shields and van Ommeren that the Current Market Price of the Company's common
stock was $0.86 per share as of such date. Upon conversion, the aggregate
liquidation preferences of Series A and Series B cumulative convertible
preferred stock were $58,242,000 (including $18,182,000 of dividends in arrears)
and $609,699,000 (including $183,699,000 of dividends in arrears).

On August 1, 2003, Philips B.V. filed a First Amended and Supplemental Complaint
(the "Amended Complaint") in the Litigation against the Company and additionally
named Messrs. Shields and van Ommeren as defendants. The Amended Complaint
alleges breach of contract and breach of covenant of good faith and fair dealing
against the Company and breach of fiduciary duty against Messrs. Shields and van
Ommeren. More specifically, the Amended Complaint states that the Company
breached its obligations under the Certificates of Designation to make a good
faith determination of the Current Market Price of the Company's common stock as
of October 1, 2002, including by failing to (1) properly determine the
composition of the disinterested directors for purposes of determining the
Current Market Price of the Company's common stock as of October 1, 2002, (2)
base the determination of Current Market Price upon a timely valuation, and (3)
base the determination on a valuation performed by an internationally recognized
investment bank. The Amended Complaint further states that (i) the Company
breached an implied covenant of good faith and fair dealing under the
Certificates of Designation (ii) the Company breached its obligations under its
March 29, 2001 Stock Purchase Agreement with Philips B.V. by failing to ensure
that its certification of incorporation permits issuance of a sufficient number
of shares of common stock to satisfy the number of shares to which Philips B.V.
is entitled upon the conversion of the Series A



and Series B shares, and (iii) Messrs. Shields and van Ommeren willfully
breached their fiduciary duties to Philips B.V. The Amended Complaint seeks an
order appointing an independent appraiser to determine the Current Market Price
as of October 1, 2002, specific performance to require the Company to convert
the Series A and Series B shares on the terms set forth in the Certificates of
Designation, a declaration that Messrs Shields and van Ommeren breached their
fiduciary duties to Philips B.V., injunctive relief to prevent the defendants
from continuing to interfere with Philips B.V.'s rights under the Certificates
of Designation, and unspecified monetary and exemplary damages and costs of
suit.

In connection with the Litigation, the Company entered into a Status Quo
Stipulation and Proposed Order restricting the Company from certain actions
without the approval of Philips.

3.     In August 2002, the Company received a letter from a law firm
representing a stockholder of the Company and purporting to represent other
stockholders threatening litigation based on breach of fiduciary duty, corporate
mismanagement, minority shareholder oppression, the violation of securities laws
and otherwise unlawful and improper actions in connection with (i) the
participation in the stock option exchange offer by the Company's Chief
Executive Officer and (ii) the conversion of the Company's Series A and Series B
preferred stock.



                                  SCHEDULE 6.01

                              EXISTING INDEBTEDNESS


On November 29, 2000, Navigation Technologies Corporation (the
"Company")obtained an irrevocable standby letter of credit with LaSalle Bank
N.A. in conjunction with one of the Company's facility leases. The original face
amount of $2.0 million declines annually over the next seven years until
November 30, 2007, which is the end of the facility lease. Philips issued an
unconditional and irrevocable guarantee to LaSalle Bank N.A. as the primary
obligor in accordance with the Company's obligations regarding this facility
lease. The Company issued a counter guarantee in which it agreed to pay a fee of
1.5% per annum of the original $2.0 million face value amount of the standby
letter of credit as reduced from time to time in accordance with its terms. As
of December 31, 2002 the Company owed $30,000 in connection with such counter
guarantee.



                                  SCHEDULE 6.02

                                 EXISTING LIENS

None.



                                  SCHEDULE 6.04

                                   INVESTMENTS

1.     Navigation Technologies Corporation (the "Company") entered into a
deposit agreement dated as of May 21, 2002 with Koninklijke Philips Electronics
N.V. ("Philips N.V."), which was subsequently assigned to the Borrower. The
deposits with Philips N.V. bear interest at a rate of United States ("U.S.")
LIBOR minus1/4%.

2.     Navigation Technologies B.V. entered into a deposit agreement dated as of
September 26, 2003, with Philips N.V. The deposits with Philips N.V. bear
interest at a rate of U.S. LIBOR minus1/4% for a U.S. Dollar deposit and
EURIBOR/EONIA minus1/4% for Euro deposits.



                                  SCHEDULE 6.05

                               HEDGING AGREEMENTS


1.     On April 22, 2003, Navigation Technologies Corporation (the
"Company")entered into a U.S. dollar/euro currency swap agreement (the "Swap")
with Philips N.V. (the parent company of the Company's majority stockholder) to
minimize the exchange rate exposure between the U.S. dollar and the euro on the
expected repayment of an intercompany obligation. The intercompany balance is
payable by one of the Company's European subsidiaries to the Company and one of
its U.S. subsidiaries, and is due in U.S. dollars. Through December 31, 2002,
this intercompany balance was considered permanent in nature as repayment was
not expected to occur in the foreseeable future. However, primarily as a result
of improved operating performance in the Company's European business, cash flows
are anticipated to be sufficient to support repayment over the next several
years. Accordingly, effective January 1, 2003, the loan is no longer designated
as permanent in nature.

Under the terms of the Swap, the Company's European subsidiary will make
payments to Philips N.V. in euros in exchange for the U.S. dollar equivalent at
a fixed exchange rate of $1.0947 U.S. dollar/euro. The U.S. dollar proceeds
obtained under the Swap will be utilized to make payments of principal on the
intercompany loan. The outstanding principal balance under the intercompany loan
was $187.1 million at April 22, 2003. The Swap has a maturity date of December
22, 2006 and provides for settlement on a monthly basis in proportion to the
repayment of the intercompany obligation. As of September 28, 2003, the
outstanding intercompany obligation (net of payments) is $163.4 million.

The intercompany loan bears interest at one-month U.S. LIBOR. The Swap also
provides that the European subsidiary of the Company will pay interest due in
euros on a monthly basis to Philips N.V. in exchange for U.S. dollars at the
one-month U.S. dollar LIBOR rate.

The Swap does not qualify for hedge accounting and therefore changes in the fair
value of the Swap are recognized in current period earnings. A gain on the fair
value of the Swap of $0.6 million was recorded for the quarter ended September
28, 2003 and a foreign currency transaction gain of $0.2 million was recognized
as a result of the remeasurement of the outstanding intercompany obligation
during the quarter ended September 28, 2003. A loss on the fair value of the
Swap of $7.6 million was recorded for the nine months ended September 28, 2003.
This loss was offset by a foreign currency transaction gain of $8.4 million
recognized as a result of the remeasurement of the outstanding intercompany
obligation at September 28, 2003. A foreign currency transaction loss of $0.8
million was recognized in earnings during the nine months ended September 28,
2003 resulting from foreign currency exchange differences arising on the
repayments of the intercompany obligation subsequent to entering into the Swap.



                                  SCHEDULE 6.06

                               RESTRICTED PAYMENTS

None.



                                 [JPMORGAN LOGO]

                                  SCHEDULE 6.07

                          TRANSACTIONS WITH AFFILIATES

1.     Navigation Technologies Corporation (the "Company") entered into a
deposit agreement dated as of May 21, 2002 with Koninklijke Philips Electronics
N.V. ("Philips N.V."), which was subsequently assigned to the Borrower. The
deposits with Philips N.V. bear interest at a rate of United States ("U.S.")
LIBOR minus1/4%.

2.     Navigation Technologies B.V. entered into a deposit agreement dated as of
September 26, 2003, with Philips N.V. The deposits with Philips N.V. bear
interest at a rate of U.S. LIBOR minus1/4% for a U.S. Dollar deposit and
EURIBOR/EONIA minus1/4% for Euro deposits.

3.     Two of the Company's directors, Mr. Curran and Mr. Groenhuysen, are
employed by Philips N.V. or its affiliates. Mr. de Lange, another one of the
Company's directors, was employed by Philips N.V. until June 2002.

4.     The Company entered into a Registration Rights Agreement with Philips
B.V. dated as of March 29, 2001. Under this agreement, the Company has granted
Philips B.V. certain rights with respect to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of shares of the
Company's common stock owned by Philips. The Company's obligations terminate
with respect to the registration rights after the earlier of (i) five years
after the Company's initial public offering or (ii) the date at which Philips
B.V. is able to sell all registrable securities held by it within a 180 day
period in accordance with Rule 144 under the Securities Act.

5.     The Company has entered into transactions with affiliates of Philips,
including ATOS ORIGIN Technology in Business, Inc. (as of October 31, 2000,
Philips holds less than 50% of the common stock of this affiliate), Philips
Speech Processing Aachen (which the Company believes is no longer an affiliate
of Philips as of 2002), Philips International B.V., Philips Nederland B.V.,
Philips Fiscal Affairs, and Philips Electronics North America Corporation, to
provide the Company with certain consulting services, tax consulting services,
fleet services, and purchasing services, respectively.

6.     On November 29, 2000, the Company obtained an irrevocable standby letter
of credit with LaSalle Bank N.A. in conjunction with one of the Company's
facility leases. The original face amount of $2.0 million declines annually over
the next seven years until November 30, 2007, which is the end of the facility
lease. Philips issued an unconditional and irrevocable guarantee to LaSalle Bank
N.A. as the primary obligor in accordance with the Company's obligations
regarding this facility lease. The Company issued a counter guarantee in which
it agreed to pay a fee of 1.5% per annum of the original $2.0 million face value
amount of the standby letter of credit as reduced from time to time in
accordance with its terms. As of December 31, 2002 the Company owed $30,000 in
connection with such counter guarantee.

7.     During 2002, the Company moved from its independent insurance program to
Philips' global risk management program whereby the majority of the Company's
insurance is provided under Philips' insurance policies. As of December 31,
2002, the Company owed approximately $200,000 in connection with the Philips'
insurance program.

8.     The Company has a consulting agreement with T. Russell Shields, one of
our directors, whereby the Company agreed to pay Mr. Shields $3,000 per day for
consulting services as requested by the Company and accepted by Mr. Shields. Mr.
Shields also agreed to provide general advice and support to the Company for 10
to 15 hours per month without charge. The Company agreed to provide Mr. Shields
with communication capabilities for up to $30,000 during the term of the
agreement and health and dental benefits.

9.     See disclosure of hedging agreements on Schedule 6.05.



                                  SCHEDULE 6.08

                              EXISTING RESTRICTIONS

Restrictions contained in the Status Quo Stipulation and Proposed Order
described in Item 2 of Schedule 3.06.

                                        3

EX-10.17

                                                                   EXHIBIT 10.17

                                    GUARANTY

       GUARANTY dated as of November 10, 2003, made by the undersigned (the
"GUARANTOR") in favor of JPMorgan Chase Bank and/or any of its subsidiaries or
affiliates (individually or collectively, as the context may require, the
"BANK").

       PRELIMINARY STATEMENTS: The Bank has entered, or may from time to time
enter, into agreements or arrangements with Navigation Technologies North
America, LLC (the "BORROWER") providing for credit extensions or financial
accommodation to the Borrower of any kind whatsoever, including but not limited
to the making of loans, advances or overdrafts, whether or not secured, discount
or purchase of notes, securities or other instruments or property, creation of
acceptances, issuance or confirmation of letters of credit, guaranties or
indemnities, entering into foreign exchange or precious metals contracts or
interest rate or currency swap or protection agreements or any other kind of
contract or agreement under which the Borrower may be indebted to the Bank in
any manner (all of the foregoing agreements or arrangements being the
"FACILITIES" and any writing evidencing, supporting or securing a Facility,
including but not limited to this Guaranty and the Credit Agreement of even date
herewith between the Borrower and the Bank (the "Credit Agreement"), as such
writing may be amended, modified or supplemented from time to time, a "FACILITY
DOCUMENT"). The Guarantor owns a substantial amount of the stock or other
ownership interests of the Borrower and is financially interested in its
affairs.

       THEREFORE, in order to induce the Bank to extend credit or give financial
accommodation under the Facilities, the Guarantor agrees as follows:

       Section 1.  GUARANTY OF PAYMENT. The Guarantor unconditionally and
irrevocably guarantees to the Bank the punctual payment of all sums now owing or
which may in the future be owing by the Borrower under the Facilities, when the
same are due and payable, whether on demand, at stated maturity, by acceleration
or otherwise, and whether for principal, interest, fees, expenses,
indemnification or otherwise (all of the foregoing sums being the
"LIABILITIES"). The Liabilities include, without limitation, interest accruing
after the commencement of a proceeding under bankruptcy, insolvency or similar
laws of any jurisdiction at the rate or rates provided in the Facility
Documents. This Guaranty is a guaranty of payment and not of collection only.
The Bank shall not be required to exhaust any right or remedy or take any action
against the Borrower or any other person or entity or any collateral. The
Guarantor agrees that, as between the Guarantor and the Bank, the Liabilities
may be declared to be due and payable for the purposes of this Guaranty
notwithstanding any stay, injunction or other prohibition which may prevent,
delay or vitiate any declaration as regards the Borrower and that in the event
of a declaration or attempted declaration, the Liabilities shall immediately
become due and payable by the Guarantor for the purposes of this Guaranty.

       Section 2.  GUARANTY ABSOLUTE. The Guarantor guarantees that the
Liabilities shall be paid strictly in accordance with the terms of the
Facilities. The liability of the Guarantor under this Guaranty is absolute and
unconditional irrespective of: (a) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Facility Documents or
Liabilities, or any other amendment or waiver of or any consent to departure
from any of the terms of any Facility Document or Liability, including any
increase or decrease in the rate of interest thereon; (b) any release or
amendment or waiver of, or consent to departure from, any other guaranty or

                                        4


support document, or any exchange, release or non-perfection of any collateral,
for all or any of the Facility Documents or Liabilities; (c) any present or
future law, regulation or order of any jurisdiction (whether of right or in
fact) or of any agency thereof purporting to reduce, amend, restructure or
otherwise affect any term of any Facility Document or Liability; (d) without
being limited by the foregoing, any lack of validity or enforceability of any
Facility Document or Liability; and (e) any other setoff, defense or
counterclaim whatsoever (in any case, whether based on contract, tort or any
other theory) with respect to the Facility Documents or the transactions
contemplated thereby which might constitute a legal or equitable defense
available to, or discharge of, the Borrower or a guarantor.

       Section 3.  GUARANTY IRREVOCABLE. This Guaranty is a continuing guaranty
of the payment of all Liabilities now or hereafter existing under the Facilities
and shall remain in full force and effect until payment in full of all
Liabilities and other amounts payable under this Guaranty and until the
Facilities are no longer in effect or, if earlier, when the Guarantor has given
the Bank written notice that this Guaranty has been revoked; PROVIDED that any
notice under this Section shall not release the Guarantor from any Liability,
absolute or contingent, existing prior to the Bank's actual receipt of the
notice at its branches or departments responsible for the Facilities and
reasonable opportunity to act upon such notice.

       Section 4.  REINSTATEMENT. This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Liabilities is rescinded or must otherwise be returned by the Bank on the
insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as
though the payment had not been made.

       Section 5.  SUBROGATION. The Guarantor shall not exercise any rights
which it may acquire by way of subrogation, by any payment made under this
Guaranty or otherwise, until all the Liabilities have been paid in full and the
Facilities are no longer in effect. If any amount is paid to the Guarantor on
account of subrogation rights under this Guaranty at any time when all the
Liabilities have not been paid in full, the amount shall be held in trust for
the benefit of the Bank and shall be promptly paid to the Bank to be credited
and applied to the Liabilities, whether matured or unmatured or absolute or
contingent, in accordance with the terms of the Facilities. If the Guarantor
makes payment to the Bank of all or any part of the Liabilities and all the
Liabilities are paid in full and the Facilities are no longer in effect, the
Bank shall, at the Guarantor's request, execute and deliver to the Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to the Guarantor of an
interest in the Liabilities resulting from the payment.

       Section 6.  SUBORDINATION. Without limiting the Bank's rights under any
other agreement, any liabilities owed by the Borrower to the Guarantor in
connection with any extension of credit or financial accommodation by the
Guarantor to or for the account of the Borrower, including but not limited to
interest accruing at the agreed contract rate after the commencement of a
bankruptcy or similar proceeding, are hereby subordinated to the Liabilities,
and such liabilities of the Borrower to the Guarantor, if the Bank so requests,
shall be collected, enforced and received by the Guarantor as trustee for the
Bank and shall be paid over to the Bank on account of the Liabilities but
without reducing or affecting in any manner the liability of the Guarantor under
the other provisions of this Guaranty.

       Section 7.  PAYMENTS GENERALLY. All payments by the Guarantor shall be
made in the manner, at the place and in the currency (the "PAYMENT CURRENCY")
required by the Facility

                                        5


Documents; PROVIDED, HOWEVER, that (if the Payment Currency is other than U.S.
dollars) the Guarantor may, at its option (or, if for any reason whatsoever the
Guarantor is unable to effect payments in the foregoing manner, the Guarantor
shall be obligated to) pay to the Bank at its principal office the equivalent
amount in U.S. dollars computed at the selling rate of the Bank or a selling
rate chosen by the Bank, most recently in effect on or prior to the date the
Liability becomes due, for cable transfers of the Payment Currency to the place
where the Liability is payable. In any case in which the Guarantor makes or is
obligated to make payment in U.S. dollars, the Guarantor shall hold the Bank
harmless from any loss incurred by the Bank arising from any change in the value
of U.S. dollars in relation to the Payment Currency between the date the
Liability becomes due and the date the Bank is actually able, following the
conversion of the U.S. dollars paid by the Guarantor into the Payment Currency
and remittance of such Payment Currency to the place where such Liability is
payable, to apply such Payment Currency to such Liability.

       Section 8.  CERTAIN TAXES. The Guarantor further agrees that all payments
to be made hereunder shall be made without setoff or counterclaim and free and
clear of, and without deduction for, any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings or restrictions or conditions of any
nature whatsoever now or hereafter imposed, levied, collected, withheld or
assessed by any country or by any political subdivision or taxing authority
thereof or therein ("TAXES"). If any Taxes are required to be withheld from any
amounts payable to the Bank hereunder, the amounts so payable to the Bank shall
be increased to the extent necessary to yield to the Bank (after payment of all
Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever
any Tax is paid by the Guarantor, as promptly as possible thereafter, the
Guarantor shall send the Bank an official receipt showing payment thereof,
together with such additional documentary evidence as may be required from time
to time by the Bank.

       Section 9.  REPRESENTATIONS AND WARRANTIES. The Guarantor represents and
warrants that: (a) this Guaranty (i) has been authorized by all necessary
action; (ii) does not violate any agreement, instrument, law, regulation or
order applicable to the Guarantor; (iii) does not require the consent or
approval of any person or entity, including but not limited to any governmental
authority, or any filing or registration of any kind; and (iv) is the legal,
valid and binding obligation of the Guarantor enforceable against the Guarantor
in accordance with its terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally; and (b) in executing and delivering this Guaranty,
the Guarantor has (i) without reliance on the Bank or any information received
from the Bank and based upon such documents and information it deems
appropriate, made an independent investigation of the transactions contemplated
hereby and the Borrower, the Borrower's business, assets, operations, prospects
and condition, financial or otherwise, and any circumstances which may bear upon
such transactions, the Borrower or the obligations and risks undertaken herein
with respect to the Liabilities; (ii) adequate means to obtain from the Borrower
on a continuing basis information concerning the Borrower; (iii) has full and
complete access to the Facility Documents and any other documents executed in
connection with the Facility Documents and expressly confirms the
representations and warranties of Article III of the Credit Agreement, in
respect of the Guarantor; and (iv) not relied and will not rely upon any
representations or warranties of the Bank not embodied herein or any acts
heretofore or hereafter taken by the Bank (including but not limited to any
review by the Bank of the affairs of the Borrower).

       Section 10. REMEDIES GENERALLY. The remedies provided in this Guaranty
are cumulative and not exclusive of any remedies provided by law.

                                        6


       Section 11. SETOFF. The Guarantor agrees that, in addition to (and
without limitation of) any right of setoff, banker's lien or counterclaim the
Bank may otherwise have, the Bank shall be entitled, at its option, to offset
balances (general or special, time or demand, provisional or final) held by it
for the account of the Guarantor at any of the Bank's offices, in U.S. dollars
or in any other currency, against any amount payable by the Guarantor under this
Guaranty which is not paid when due (regardless of whether such balances are
then due to the Guarantor), in which case it shall promptly notify the Guarantor
thereof; PROVIDED that the Bank's failure to give such notice shall not affect
the validity thereof.

       Section 12. FORMALITIES. The Guarantor waives presentment, notice of
dishonor, protest, notice of acceptance of this Guaranty or incurrence of any
Liability and any other formality with respect to any of the Liabilities or this
Guaranty.

       Section 13. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Guaranty, nor consent to any departure by the Guarantor
therefrom, shall be effective unless it is in writing and signed by the Bank,
and then the waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No failure on the part of the Bank
to exercise, and no delay in exercising, any right under this Guaranty shall
operate as a waiver or preclude any other or further exercise thereof or the
exercise of any other right.

       Section 14. EXPENSES. The Guarantor shall reimburse the Bank on demand
for all costs, expenses and charges (including without limitation fees and
charges of external legal counsel for the Bank and costs allocated by its
internal legal department) incurred by the Bank in connection with the
preparation, performance or enforcement of this Guaranty. The obligations of the
Guarantor under this Section shall survive the termination of this Guaranty.

       Section 15. ASSIGNMENT. This Guaranty shall be binding on, and shall
inure to the benefit of the Guarantor, the Bank and their respective successors
and assigns; PROVIDED that the Guarantor may not assign or transfer its rights
or obligations under this Guaranty. Without limiting the generality of the
foregoing: (a) the obligations of the Guarantor under this Guaranty shall
continue in full force and effect and shall be binding on any successor
partnership and on previous partners and their respective estates if the
Guarantor is a partnership, regardless of any change in the partnership as a
result of death retirement or otherwise; and (b) the Bank may assign, sell
participations in or otherwise transfer its rights under the Facilities to any
other person or entity, and the other person or entity shall then become vested
with all the rights granted to the Bank in this Guaranty or otherwise.

       Section 16. CAPTIONS. The headings and captions in this Guaranty are for
convenience only and shall not affect the interpretation or construction of this
Guaranty.

       Section 17. GOVERNING LAW, ETC. THIS GUARANTY SHALL BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. THE GUARANTOR CONSENTS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW
YORK. SERVICE OF PROCESS BY THE BANK IN CONNECTION WITH ANY SUCH DISPUTE SHALL
BE BINDING ON THE GUARANTOR IF SENT TO THE GUARANTOR BY REGISTERED MAIL AT THE
ADDRESS SPECIFIED BELOW OR AS OTHERWISE SPECIFIED BY THE GUARANTOR FROM TIME TO
TIME. THE GUARANTOR WAIVES ANY RIGHT THE GUARANTOR MAY HAVE TO JURY TRIAL IN ANY

                                        7


ACTION RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY
OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH ACTION. TO THE EXTENT THAT
THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR
OTHERWISE), THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS GUARANTY.

BY ITS ACCEPTANCE OF THIS GUARANTY, THE BANK WAIVES ANY RIGHT THE BANK MAY HAVE
TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

       18. INTEGRATION; EFFECTIVENESS. This Guaranty alone sets forth the entire
understanding of the Guarantor and the Bank relating to the guarantee of the
Liabilities and constitutes the entire contract between the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Guaranty shall become effective when it shall have been executed and delivered
by the Guarantor to the Bank. Delivery of an executed signature page of this
Guaranty by telecopy shall be effective as delivery of a manually executed
signature page of this Guaranty.

       IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its authorized officer as of the date first above
written.

                     NAVIGATION TECHNOLOGIES CORPORATION

                     By: /s/ David B. Mullen
                         -------------------
                     Name: David B. Mullen
                           ---------------
                     Title: Executive Vice President and Chief Financial Officer
                            ----------------------------------------------------

                              ADDRESS:
                              222 Merchandise Mart - Suite 900
                              Chicago, Illinois 60654

STATE OF ILLINOIS)
COUNTY OF COOK   ) ss:

       On the 10th day of November, 2003, before me came Davide B. Mullen, to me
known, who, being by me duly sworn, did depose and say that he resides at
________________________; that he is Executive Vice President and Chief
Financial Officer of NAVIGATION TECHNOLOGIES CORPORATION, the corporation
described in and which executed the foregoing instrument; and that he/she signed
his/her name thereto by like order.

                              /s/ Rosemary Dumais
                              -------------------
                              Notary Public

                                        8

EX-14

                                                                      EXHIBIT 14

                       NAVIGATION TECHNOLOGIES CORPORATION
                       CODE OF ETHICS AND BUSINESS CONDUCT


                           STATEMENT OF GENERAL POLICY

       This Code of Ethics and Business Conduct (the "Code") has been adopted to
provide guiding principles to all directors, officers and employees (the
"Covered Persons") of Navigation Technologies Corporation and its direct and
indirect subsidiaries (the "Company") in the performance of their duties. The
Code should be read in conjunction with any other policies of the Company that
the Company may adopt from time to time regarding employee conduct. The Code is
in addition to any contractual obligations any Covered Person may have pursuant
to an employment agreement, a proprietary information and inventions agreement
or any other agreement between the Company and the Covered Person.

       The basic principle which governs all of our Covered Persons is that the
Company's business should be carried on with loyalty to the interests of our
stockholders, customers, suppliers, fellow employees, strategic partners and
other business associates. Therefore, no Covered Person shall: (a) employ any
device, scheme or artifice to defraud the Company, its stockholders or any
Business Associate; or (b) engage in any act, practice or course of conduct
which operates or would operate as a fraud or deceit upon the Company, its
stockholders or any Business Associate.

       The Company is committed to a high standard of business conduct. This
means conducting business in accordance with the spirit and letter of applicable
laws and regulations and in accordance with ethical business practices. This
Code helps in this endeavor by providing a statement of the fundamental
principles that govern the conduct of the Company's business. In addition, all
Covered Persons are responsible for complying with all laws and regulations
applicable to the Company, including without limitation, the following:

    -  ANTITRUST LAWS - Antitrust laws generally prohibit agreements with
       competitors, suppliers or customers that constitute unlawful restraint of
       trade, as well as price discrimination.

    -  LAWS GOVERNING INTERNATIONAL ACTIVITIES - The Foreign Corrupt Practices
       Act generally prohibits payments to foreign officials to induce actions
       by them. The Company must also comply with export laws. For example, the
       Company is prohibited from taking any action in support of an
       international boycott not sanctioned by the U.S. government. If you are
       involved in exports, you must be familiar with the export laws and the
       Company's related policies and procedures.

    -  EMPLOYMENT LAWS - The Company is committed to providing a work
       environment that is free from all forms of discrimination, including
       sexual harassment and discrimination based on race, color, religion, sex,
       national origin, age, disability or other protected status. The Company
       provides equal opportunity in all of our employment practices and seeks
       to ensure that each of the Company's employees is treated with fairness
       and dignity.

    -  OCCUPATIONAL HEALTH AND SAFETY AND ENVIRONMENTAL LAWS - The Company is
       committed to providing a healthy and safe work environment. Each of the
       Company's employees must abide by Company standards in safety matters, do
       such employee's part to maintain a healthy and safe work environment and
       take the necessary steps to ensure such employee's own safety and the
       safety of others. The Company's employees must also adhere to all
       environmental laws and regulations.

    -  SECURITIES LAWS - See Section 6 below.

    COVERED PERSONS SHOULD CONTACT THE COMPANY'S LEGAL DEPARTMENT AND/OR HUMAN
    RESOURCES DEPARTMENT WITH ANY QUESTIONS REGARDING EACH OF THE FOREGOING
    LAWS.



       1.     DEFINITION OF TERMS USED

              In addition to the terms already defined above, the following
terms have the indicated meanings:

              (a) "Business Associate" means any supplier of services or
                  materials, customer, consultant, professional advisor, lessor
                  of space or goods, tenant, licensor, licensee or partner of
                  the Company.

              (b) "Company" includes Navigation Technologies Corporation and
                  each of its direct and indirect subsidiaries.

              (c) "Compliance Officer" shall, except as provided in the next
                  sentence, mean the Company's General Counsel, or such other
                  person designated by the Company's Board of Directors from
                  time to time. For matters concerning violations of this Code
                  by the Company's General Counsel, the "Compliance Officer"
                  shall mean the chairman of the Company's Audit Committee.

              (d) "Family Members" means as to a specific Covered Person, his or
                  her Immediate Family Members, and any company, partnership,
                  limited liability company, trust or other entity that is
                  directly or indirectly controlled by that Covered Person
                  and/or by any Immediate Family Member of that Covered Person.

              (e) "Immediate Family Member" includes the spouse (or life
                  partner) and children of a Covered Person and any relative (by
                  blood or marriage) of that Covered Person or spouse (or life
                  partner) residing in the same household as such Covered
                  Person.

              (f) "Related Entity" means, as to a specific Covered Person, any
                  company, partnership, limited liability company or other
                  entity (such as a bank, investment banker, law firm,
                  accounting firm or consultant) of which such Covered Person is
                  a partner, director, member, officer or employee.

       2.     TRANSACTIONS WITH THE BUSINESS ASSOCIATES

       (a)    In adhering to the foregoing basic principles, Covered Persons,
              their Family Members and Related Entities must not profit,
              directly or indirectly, due to the Covered Person's position in
              the Company, to the detriment or at the expense of the Company.
              The foregoing, however, does not prohibit receipt of gifts of
              nominal amount (i.e., less than $75) as provided in Section 4. No
              Covered Person, Family Member or Related Entity shall take for his
              or her own advantage any corporate opportunity for profit, which
              he or she learns about in his or her position with the Company,
              unless such Covered Person first presents the opportunity to the
              Company and the Board of Directors and the Board of Directors give
              its consent to the taking of such corporate opportunity by the
              Covered Person, Family Member or Related Entity.

       (b)    Covered Persons and their Family Members may patronize our
              Business Associates. However, no Covered Person or Family Member
              shall sell or purchase any goods or services to or from a person
              or entity that such Covered Person or Family Member knows or
              reasonably should know is a Business Associate or competitor of
              the Company without the prior consent of the Board of Directors,
              except for the purchase of goods or services from a Business
              Associate or competitor of the Company in the ordinary course of
              the Business Associate's or competitor's business. No Covered
              Person or Family Member shall borrow money or other property from
              a person or entity that such Covered Person or Family Member knows
              or reasonably should know is a Business Associate, unless that
              Business Associate is regularly engaged in the business of lending
              money or such other property, and the loan and the terms thereof
              are in the ordinary course of the Business Associate's business.



       (c)    No Covered Person shall make any payment to or take any action
              with respect to any government official, agent or representative
              of the United States, any State or jurisdiction of the United
              States or of any foreign country that is in violation of any
              applicable laws or regulations. No Covered Person shall make any
              payment or take any action in violation of the U.S. Foreign
              Corrupt Practices Act.

       3.     NON-DISCLOSURE OF INFORMATION

              (a) No Covered Person or Family Member shall discuss with others,
                  or inform others about, any actual or contemplated non-public
                  business transaction by a Business Associate or the Company
                  except in the performance of the Covered Person's duties to
                  the Company and then only for the benefit of the Business
                  Associate or the Company, as appropriate, and in no event for
                  personal gain or for the benefit of any third party.

              (b) No Covered Person or Family Member shall give any non-public
                  information to any third party about any business transaction
                  of the Company or its Business Associates that are proposed or
                  in process unless expressly authorized to do so by the
                  Compliance Officer or in furtherance of the performance of
                  such Covered Person's duties to the Company.

              (c) Clauses (a) and (b) above shall not apply to non-public
                  transactions or information of a Business Associate which are
                  known or learned by a Covered Person or Family Member other
                  than through his or her position with the Company.

              (d) No Covered Person or Family Member other than the Company's
                  Chief Executive Officer, the Company's Chief Financial
                  Officer, any employee specifically designated by the Company
                  to regularly interact with the press (e.g., Marketing
                  Communications Director) or any Covered Person specifically
                  authorized by one of the foregoing persons, may discuss the
                  Company or its dealings with any of its Business Associates
                  with any member of the press or media, except with the prior
                  authorization of the Compliance Officer. Covered Persons and
                  Family Members shall refer all press inquiries about the
                  Company or its dealings with any of its Business Associates to
                  the Compliance Officer or such other persons designated by the
                  Company to regularly interact with the press.

       4.     PREFERENTIAL TREATMENT AND GIFTS

       No Covered Person shall seek or accept for his or her self or for any
       Family Member any favors, preferential treatment, special benefits,
       special documents, gifts or other consideration as a result of such
       Covered Person's association with a Business Associate due to his or
       her position in the Company, except those usual and normal benefits
       directly provided by a Business Associate. The foregoing, however, does
       not prohibit receipt of gifts of nominal amount (i.e., less than $75).
       Cash gifts may not be accepted under any circumstances, regardless of
       amount, nor any items be accepted that are substantially equivalent to
       cash, such as gift certificates or items that may be redeemed or
       redeemable for cash.

       Covered Persons are sometimes entertained by Business Associates and
       potential Business Associates in the course of doing business. Offers
       of lavish or unreasonable entertainment from Business Associates and
       potential Business Associates, as a result of such Covered Person's
       association with such Business Associate due to his or her position in
       the Company, should be refused.

       5.     CONFLICTS OF INTEREST

              (a)    A Covered Person shall maintain a high degree of integrity
              in the conduct of the Company's business and maintain independent
              judgment. Each Covered Person must avoid any activity or personal
              interest that creates, or appears to create, a conflict between
              his or her interests and the interests of the Company. A conflict
              of interest arises any time such a person has a duty or interest
              that may conflict with



              the proper and impartial fulfillment of such person's duties,
              responsibilities or obligations to the Company. Conflicts of
              interest include, by way of example, a person:

              --     making an investment that may affect his or her business
                     decisions;

              --     owning a meaningful financial interest in, or being
                     employed by, an organization that competes with the
                     Company;

              --     owning a meaningful financial interest in, or being
                     employed by, an organization that does, or seeks to do,
                     business with the Company;

              --     making a material decision on a matter where such person's
                     self-interests may reasonably call the appropriateness of
                     the decision into question;

              --     being employed by or accepting compensation from any other
                     person as a result of business activity or prospective
                     business activity affecting the Company.

              (b)    A Covered Person that becomes aware of his or her own
                     personal interest or the personal interest of a Family
                     Member or another Covered Person, which is, or reasonably
                     may be viewed as, in conflict with that of the Company
                     should promptly present the situation and the nature of the
                     possible conflict to the Compliance Officer for appropriate
                     consideration. The Covered Person whose potentially
                     conflicting interest is at issue shall refrain from further
                     action until the situation has been consented to in writing
                     by the Compliance Officer, after consultation with the
                     Board of Directors.

              (c)    No Covered Person, Family Member or Related Entity shall
                     personally benefit, directly or indirectly from any Company
                     purchase or sale, or derive any other personal gain from
                     any other Company activity, except when the transaction has
                     been fully disclosed to and pre-approved by the Board of
                     Directors. The foregoing shall not apply to the Company's
                     customary salary, bonus and commission arrangements.

              (d)    No Covered Person or Family Member shall have any
                     meaningful financial interest in any Business Associate or
                     competitor of the Company, without the prior consent of the
                     Board of Directors. For these purposes, holding 1% or less
                     of the shares of a Business Associate or competitor whose
                     shares are publicly traded shall not be deemed
                     "meaningful".

              (e)    No Covered Person or Family Member shall hold any position
                     with (including as a member of the board of directors or
                     other governing body) or perform services for a person or
                     entity that such Covered Person or Family Member knows or
                     reasonably should know is a Business Associate or
                     competitor of the Company, without the prior consent of the
                     Board of Directors.

              (f)    Each Covered Person other than non-employee directors shall
                     promptly provide a complete and accurate report to the
                     Compliance Officer of all services such person and such
                     person's Family Members provide to any other business
                     enterprises, including serving as a director, officer,
                     consultant or advisor thereof. Each Covered Person who is a
                     non-employee director shall promptly provide a complete and
                     accurate report to the Compliance Officer of all services
                     such person and such person's Family Members provide to any
                     other business enterprises which such person knows or
                     reasonably should know constitute Business Associates or
                     competitors of the Company. No Covered Person or Family
                     Member shall provide any services to other business
                     enterprises which reasonably could be deemed to materially
                     adversely affect the proper performance of the Covered
                     Person's work for or duties to the Company or which
                     reasonably might materially jeopardize the interests of the
                     Company, without the prior consent of the Board of
                     Directors.



              (g)    No Covered Person shall direct, or seek to direct, any
                     Company business to any business enterprise in which the
                     Covered Person or his or her Family Member has a meaningful
                     ownership position or serves in a leadership capacity, or
                     to any Related Entity, without the prior consent of the
                     Board of Directors.

       6.     INSIDE INFORMATION

       Federal and state securities laws and regulations prohibit the misuse of
       "material non-public" ("inside") information when purchasing, selling or
       recommending securities. Inside information includes, but is not limited
       to, knowledge of pending Company business transactions, corporate finance
       activity, mergers or acquisitions, unannounced earnings and financial
       results and other significant developments affecting the Company.

       Information is generally considered "material" if (a) there is a
       substantial likelihood that a reasonable investor would find the
       information important in determining whether to buy, hold or sell a
       security, or (b) the information, if made public, would likely affect the
       market price of a company's securities. Examples of material information
       include unannounced dividends, earnings, financial results, new or lost
       contracts or products, sales results, important personnel changes,
       business plans, possible mergers, acquisitions, divestitures or joint
       ventures, and important regulatory, judicial or legislative actions.

       Information is generally considered "non-public" unless it has been
       adequately disclosed to the public, which means that the information must
       be publicly disclosed and adequate time must have passed for the
       securities markets to absorb the information. Adequate disclosure
       includes public filings with the SEC, posting on the Company's web site,
       and/or the issuance of press releases. A delay of two (2) business days
       is usually considered a sufficient period for routine information to be
       absorbed by the market. A longer period may be considered necessary for
       particularly significant or complex matters.

       Inside information obtained by any Covered Person from any source must be
       kept strictly confidential. All inside information should be kept secure,
       and access to files and computer files containing such information should
       be restricted. Covered Persons shall not use, act upon, or disclose to
       any third party including, without limitation, any Family Member or
       Related Entity, any inside information, except as may be necessary for
       the Company's legitimate business purposes in the course of performing
       such Covered Person's duties. Questions and requests for assistance
       regarding inside information should be promptly directed to the
       Compliance Officer.

       Covered Persons and their Family Members and Related Entities are
       prohibited from insider trading (buying or selling securities when in
       possession of material, non-public information) or tipping (passing such
       information on to someone who may buy or sell securities).

       The above prohibition on insider trading applies to Company securities
       and the securities of Business Associates if such person learns material,
       non-public information about them in the course of conducting his or her
       duties for the Company.

       If a Covered Person leaves the Company, he or she must maintain the
       confidentiality of all inside information until it has been adequately
       disclosed to the public. If there is any question as to whether
       information regarding the Company or any Business Associate is material
       or has been adequately disclosed to the public, the Compliance Officer
       must be contacted.

       The Company has adopted a Securities Trading Policy (a copy of which is
       attached hereto as Annex 1 and incorporated herein by this reference).
       The Securities Trading Policy applies to all Covered Persons and their
       Immediate Family Members.



       7.     GUARDING CORPORATE ASSETS

       Covered Persons have a duty to safeguard Company assets, including its
       physical premises and equipment, records, customer information, and
       Company names and trademarks, trade secrets and other intellectual
       property. Company assets shall be used for Company business only. No
       Covered Person or Family Member may (i) take, loan, sell, damage or
       dispose of Company property or use, or allow others to use, Company
       property for any non-Company purpose, (ii) cause or solicit an employee
       of the Company to perform personal services (i.e., not directly and
       solely relating to the business of the Company) for such Covered Person
       or Family Member, or accept such services, or (iii) cause the Company to
       pay or reimburse such Covered Person or Family Member for any personal
       expenses (i.e., not directly and solely relating to the business of the
       Company), or accept such reimbursement. This section shall not apply to
       limited personal use of certain Company assets (e.g., cell phone,
       computer, automobile) if permitted under other policies of the Company.

       8.     CORPORATE BOOKS AND RECORDS

       (a)    Covered Persons must ensure that all Company documents are
              completed accurately, truthfully, in a timely manner, and, when
              applicable, are properly authorized.

       (b)    Financial activities and transactions must be recorded in
              compliance with all applicable laws and accounting practices, and
              in accordance with the generally accepted accounting principles
              designated by the Company. Transactions shall be entered into the
              books and records of the Company in a timely manner. No entry
              shall be made on the Company's books and records which
              intentionally disguises the true nature of the transaction or the
              true parties to the transaction. The making of false or misleading
              entries, records, or documentation is strictly prohibited.
              Inter-company transactions shall be properly identified.

       (c)    Covered Persons may never create a false or misleading report
              under the Company's name. In addition, no payments or established
              accounts shall be used for any purpose other than as described by
              their supporting documentation. No undisclosed funds or assets may
              be established.

       (d)    No Covered Person may take any action to defraud, influence,
              coerce, manipulate or mislead any other employee, officer or
              director, or any outside auditor or lawyer for the Company for the
              purpose of rendering the books, records or financial statements of
              the Company incorrect or misleading.

       (e)    Errors, or possible errors or misstatements in the Company's books
              and records must be brought to the attention of the Compliance
              Officer, the Board of Directors or the Audit Committee of the
              Board of Directors. The Compliance Officer, the Board of Directors
              or the Audit Committee of the Board of Directors, as the case may
              be, shall promptly inform the Chief Financial Officer of the
              Company of any such error or misstatement, and take such other
              action as it deems appropriate.

       (f)    Full, fair, accurate, timely and understandable disclosure is
              required in all reports and documents that the Company files with
              or submits to the Securities and Exchange Commission and in all
              other public communications.

       (g)    All employees and officers are expected to cooperate fully with
              the Company's internal auditors and outside auditors. No employee
              or officer shall impede or interfere with the financial statement
              audit process.

       9.     DOCUMENT RETENTION

       (a) The Company seeks to comply fully with all laws and regulations
           relating to the retention and preservation of records. All Covered
           Persons shall comply fully with the Company's policies regarding the
           retention and



           preservation of records. Under no circumstances are records to be
           destroyed selectively, or maintained outside Company premises or
           designated outside storage facilities.

       (b) Covered Persons are expected to be familiar with and comply with the
           Company's Document Retention Policy, the current copy of which is
           attached hereto as ANNEX 2 and incorporated herein by reference.

       (c)    If any Covered Person becomes aware of the existence of a subpoena
              or impending government investigation, he or she must immediately
              contact the Compliance Officer. Covered Persons must retain all
              records and documents that may be responsive to a subpoena or
              pertain to an investigation. Any questions regarding whether a
              record or document pertains to an investigation or may be
              responsive to a subpoena should be directed to the Compliance
              Officer before the document is disposed of. Covered Persons shall
              strictly adhere to the directions of the Compliance Officer in
              handling such records or documents.

       10.    COMPLIANCE WITH INTERNAL CONTROLS AND DISCLOSURE CONTROLS

       (a)    The Company has adopted a system of internal controls that must be
              strictly adhered to by all Covered Persons in providing financial
              and business transaction information to and within the Company.

              Each Covered Person shall promptly report to the Compliance
              Officer any actual or suspected breaches or violations of the
              Company's internal controls that come to the attention of the
              Covered Person.

              Each Covered Person shall promptly report to the Compliance
              Officer any actual or suspected fraudulent or questionable
              transactions or occurrences that come to the attention of the
              Covered Person. Potentially fraudulent transactions include,
              without limitation, embezzlement, forgery or alteration of checks
              and other documents, theft, misappropriation or conversion to
              personal use of Company assets, and falsification of records.

              Each Covered Person is encouraged to bring to the attention of the
              Compliance Officer any changes that the Covered Person believes
              may improve the Company's system of internal controls.

       (b)    The Company has adopted a system of disclosure controls to assure
              that all important information regarding the business and
              prospects of the Company is brought to the attention of the Chief
              Executive Officer and Chief Financial Officer of the Company. The
              accuracy and timeliness of compliance with these disclosure
              controls is critical in enabling those officers to provide the
              financial statement and periodic report certifications required by
              Federal laws.

              Each Covered Person shall strictly adhere to the system of
              disclosure controls, including the internal reporting
              responsibilities, assigned to him or her by the Company.

              Each Covered Person shall promptly report, in accordance with
              Company policy, any significant event or occurrence (whether
              positive or negative) that arises in the course of the Covered
              Person's duties and responsibilities to the Company. Events or
              occurrences include those that affect, or may affect, the Company,
              or its Business Associates, competitors or industry. General
              economic conditions need not be reported.

       (c)    Each Covered Person shall be candid in discussing matters
              concerning internal controls and business disclosures with the
              Company's management, internal auditors, outside auditors, outside
              counsel, and directors.



       11.    IMPLEMENTATION OF THE CODE

       While each Covered Person is individually responsible for compliance with
       the Code, he or she does not do so in a vacuum. The Company has a number
       of resources, people, and processes in place to answer questions and
       guide Covered Persons through difficult decisions.

       (a)    COMPLIANCE OFFICER RESPONSIBILITY. The Compliance Officer is
              responsible for overseeing, interpreting and monitoring compliance
              with the Code. The Compliance Officer will also report
              periodically to the Company's Audit Committee of the Board of
              Directors regarding the administration and enforcement of the
              Code, and work with the Company's Chief Executive Officer, Chief
              Financial Officer and other officers where appropriate.

       (b)    REPORTING VIOLATIONS. If a Covered Person knows of or suspects a
              violation of applicable laws or regulations, this Code, or any of
              the Company's other policies, he or she must immediately report
              that information to the Compliance Officer, the Company's Board of
              Directors or the Audit Committee of the Board of Directors. No
              Covered Person who reports an actual or suspected violation in
              good faith will be subject to retaliation. The Company recognizes
              the potentially serious impact of a false accusation. Covered
              Persons are expected as part of the ethical standards required by
              this Code to act responsibly in making complaints. Making a
              complaint without a good faith basis is itself an ethical
              violation. Any Covered Person who makes a complaint in bad faith
              will be subject to appropriate corrective action including
              termination of employment or service.

       (c)    INVESTIGATIONS OF VIOLATIONS. Reported violations of the Code will
              be promptly investigated and treated confidentially to the extent
              possible. It is imperative that the person reporting the violation
              not conduct a preliminary investigation of his or her own.
              Investigations of alleged violations may involve complex legal
              issues. Persons who act on their own may compromise the integrity
              of an investigation and adversely affect both themselves and the
              Company.

       (d)    WAIVERS. The Board of Directors of the Company, and only the Board
              of Directors of the Company, may, in its discretion, consent to
              the waiver of any obligations or restrictions set forth herein.
              The Board may also grant the Compliance Officer or other
              appropriate officers of the Company the authority to approve such
              waivers, provided, however, that only the Board of Directors may
              consent to such waivers with respect to officers and directors of
              the Company. Any waiver will be promptly disclosed as required by
              law or stock exchange regulation.

                                   ENFORCEMENT

       The Compliance Officer will take such action he or she deems necessary
or appropriate with respect to any Covered Person who violates, or whose Family
Member violates, any provision of this Code, and will inform the Board of
Directors of the Company of all material violations and actions taken with
respect thereto. If a Covered Person knows of or suspects a violation of
applicable laws or regulations, this Code, or any of the Company's other
policies by the Compliance Officer or his or her Family Member, he or she must
report that information to the Board of Directors or the Audit Committee of the
Board of Directors for its consideration and such action as the Board of
Directors or the Audit Committee, as the case may be, in its sole judgment,
shall deem warranted.

       The Compliance Officer will keep records of all reports created under
this Code and of all actions taken under this Code. All such records will be
maintained in such manner and for such periods as are required under applicable
Federal and state laws and regulations.

                       CONDITION OF EMPLOYMENT OR SERVICE



       Compliance with this Code and all fiduciary duties under applicable law
shall be a condition of employment or service and of continued employment or
service with the Company, and conduct not in accordance therewith shall
constitute grounds for disciplinary action, including termination of employment
or service.

       This Code is NOT an employment or service contract nor is it intended
to be an all inclusive policy statement on the part of the Company. The Company
reserves the right to provide the final interpretation of the policies on the
Code and to revise those policies as deemed necessary or appropriate.

                                   **********



       I acknowledge that I have read this Code of Ethics and Business Conduct
(a copy of which has been supplied to me and which I will retain for future
reference) and agree to comply in all respects with the terms and provisions
hereof. I also acknowledge that this Code of Ethics and Business Conduct may be
modified or supplemented from time to time, and I agree to comply with those
modifications and supplements, as well.


                                     --------------------------------------
                                                   Print Name


                                     --------------------------------------
                                                   Signature

Date:
     -------------------------



                                     ANNEX 1

                       NAVIGATION TECHNOLOGIES CORPORATION

SECURITIES TRADING POLICY

       NO DIRECTOR, OFFICER OR OTHER EMPLOYEE WHO HAS MATERIAL NON-PUBLIC
INFORMATION RELATING TO NAVIGATION TECHNOLOGIES CORPORATION (THE "COMPANY"),
INCLUDING ITS SUBSIDIARIES, MAY BUY OR SELL SECURITIES OF THE COMPANY, DIRECTLY
OR INDIRECTLY, OR ENGAGE IN ANY OTHER ACTION TO TAKE PERSONAL ADVANTAGE OF THAT
INFORMATION, OR DISCLOSE IT TO OTHERS. INFORMATION IS GENERALLY CONSIDERED
"MATERIAL" IF (a) THERE IS A SUBSTANTIAL LIKELIHOOD THAT A REASONABLE INVESTOR
WOULD FIND THE INFORMATION IMPORTANT IN DETERMINING WHETHER TO BUY, HOLD OR SELL
IN A SECURITY, OR (b) THE INFORMATION, IF MADE PUBLIC, WOULD LIKELY AFFECT THE
MARKET PRICE OF A COMPANY'S SECURITIES. THIS POLICY ALSO APPLIES TO INFORMATION
RELATING TO ANY OTHER COMPANY, INCLUDING THE COMPANY'S CLIENTS OR SUPPLIERS,
OBTAINED IN THE COURSE OF EMPLOYMENT, AND THE TRADING OF SECURITIES OF SUCH
CLIENT OR SUPPLIER. TRANSACTIONS THAT MAY SEEM NECESSARY OR JUSTIFIABLE FOR
INDEPENDENT PERSONAL REASONS ARE NO EXCEPTION. SUCH RESTRICTIONS ALSO APPLY TO
IMMEDIATE FAMILY MEMBERS AND OTHERS RESIDING IN THE EMPLOYEE'S HOUSEHOLD.
"IMMEDIATE FAMILY MEMBERS" INCLUDES THE SPOUSE (OR LIFE PARTNER) AND CHILDREN OF
THE EMPLOYEE AND ANY RELATIVE (BY BLOOD OR MARRIAGE) OF THAT EMPLOYEE OR SPOUSE
(OR LIFE PARTNER).

       IN ADDITION:

       1. ALL DIRECTORS, OFFICERS AND OTHER EMPLOYEES OF THE COMPANY ARE
RESTRICTED FROM THE PURCHASE AND SALE OF THE COMPANY'S SHARES DURING THE PERIODS
BEGINNING WITH THE FIFTEENTH DAY OF THE LAST MONTH OF A FISCAL QUARTER OR FISCAL
YEAR AND ENDING WITH THE EXPIRATION OF TWO BUSINESS DAYS FOLLOWING THE PUBLIC
RELEASE OF THE COMPANY'S PRIOR QUARTER OR PRIOR FISCAL YEAR FINANCIAL RESULTS.
THIS RESTRICTION DOES NOT APPLY TO THE EXERCISE OF STOCK OPTIONS, BUT DOES APPLY
TO THE SALE OF SHARES ACQUIRED UPON THE EXERCISE OF STOCK OPTIONS.

       2. THE COMPANY'S SECTION 16 REPORTING PERSONS (AS DESIGNATED FROM TIME
TO TIME BY THE COMPANY'S BOARD OF DIRECTORS) AND THE OTHER RESTRICTED PERSONS
(AS DESIGNATED FROM TIME TO TIME BY THE COMPANY'S BOARD OF DIRECTORS), MUST
NOTIFY THE COMPANY'S GENERAL COUNSEL AT LEAST 2 BUSINESS DAYS IN ADVANCE OF ANY
TRANSACTION, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF STOCK OPTIONS.

       PENALTIES ON INSIDER TRADING CAN BE BOTH CRIMINAL AND CIVIL AND
SUBSTANTIAL. SUCH PENALTIES INCLUDE LOSS OF JOB, LOSS OF PROFITS FROM THE
TRANSACTION, DAMAGES OF TRIPLE THE AMOUNT OF PROFIT AND CRIMINAL PENALTIES OF UP
TO $1,000,000 AND TEN YEARS IN PRISON. THE COMPANY CAN BE SUBJECT TO AN SEC
PENALTY AS CAN THE INDIVIDUAL IF THE INDIVIDUAL IS FOUND TO BE TRADING ON INSIDE
INFORMATION. AN EMPLOYEE'S SUPERVISOR CAN BE SUBJECT TO SEC PENALTIES IF AN
INDIVIDUAL UNDER HIS OR HER RESPONSIBILITY IS FOUND TO BE TRADING ON INSIDE
INFORMATION.



                                     ANNEX 2

               NAVIGATION TECHNOLOGIES CORPORATION (THE "COMPANY")
                            DOCUMENT RETENTION POLICY

I.     INTRODUCTION

       A.     A document retention policy is critical to the success of the
              Company.

       B.     The proper retention, maintenance and disposal of records:

              -      Ensures contractual and regulatory compliance;
              -      Positions the Company to respond to legal claims, if any;
              -      Contributes to the preservation of Company know-how; and
                  -  Allows efficient responses to business requirements,
                     which ultimately saves time and money.

       C.     The goals of records management are to provide easy access to
              retained records and to dispose of unnecessary records in an
              orderly and timely manner. In order for this policy to be most
              effective, personnel should incorporate it as a day-to-day
              practice, arranging for the storage of those records that are to
              be retained and disposing of those records which need not be
              retained, each in accordance herewith.
          -   PURPOSE OF POLICY

       A.     Business Reasons

              -   Easy access to active files to make informed business
                  decisions;
              -   Remove inapplicable records which may be misleading,
                  inaccurate or needlessly cumulative;
              -   Maintain operation of Company in case of disaster;
              -   Facilitate operation of the Company.

       B.     Legal Reasons

              -      Evidence of business transactions;
              -      Satisfy contractual obligations;
              -      Fulfill statutory requirements, if any;
              -      Respond to actual or potential legal proceedings.

II.    CREATION OF RECORDS

       A.     As used in this policy, the term "records" broadly refers to all
              information generated and received by the Company, regardless of
              the medium of transmission or storage (e.g., reports, e-mail,
              correspondence, voice-mail, graphics, agreements (electronics and
              hard copy), internal memorandum, notes, work documents stored on
              home computers or pda's, "personal" work files and drafts of the
              foregoing).

       B.     Personnel must assume that all records may be subject to review by
              other parties, in the context of litigation or otherwise.



       C.     Exercise good judgment when creating and distributing records,
              particularly with e-mail which is often perceived as more
              informal.

       D.     If you are an attorney, mark all internal correspondence and
              memorandum, including e-mail, as attorney-client privileged, when
              appropriate.

       E.     Mark all documents that contain confidential information of the
              Company, including e-mail and draft agreements, as: NAVIGATION
              TECHNOLOGIES CONFIDENTIAL.

III.   RECORDS RETENTION

       A.     The length of time records should be retained varies depending on
              the types of record, but records should generally be retained for
              the longer of the amount of time:

              -      required by law (i.e. regulatory or statutory requirements;
                  tax or audit requirements, civil discovery requirements,
                  governmental investigation, etc.);
              -      determined to be legally appropriate and necessary, even
                  though not mandated by law (i.e. as required by contractual
                  obligation or requirements of original user); or
              -      ascertained to be appropriate with reasonable business
                  judgment.

       B.     You should consult with the Company's General Counsel if you have
              any questions regarding the retention of any particular documents.

IV.    MAINTENANCE OF RECORDS

       A.     Records should be preserved and organized for easy access.

       B.     Accessibility of confidential and/or legally privileged records
              should be limited to authorized personnel.

       C.     One copy of all originally executed agreements or other documents
              for which it is important to maintain at least one copy shall be
              maintained off-site, in a fire-proof storage cabinet or in another
              secure manner in the event of a natural disaster, fire, etc.

       D.     Records should not be maintained by employees outside of the
              Company's office.

V.     DISPOSAL OF RECORDS

       A.     Except as set forth herein, unnecessary or obsolete records should
              be disposed of in the ordinary course of business and should be
              retained only as long as may be necessary to enable personnel in
              possession thereof to fulfill employment requirements and
              objectives.

       B.     Documents that relate to any litigation, threatened claim or
              action, governmental investigation, inquiry or proceeding , or
              similar judicial or administrative matters should not be
              destroyed. With respect to electronic documents, when the company
              learns that litigation has been or likely will be filed, it shall:



                  -  Identify back-up tapes containing potentially relevant
                     information and remove those tapes from the existing
                     recycling rotation;
                  -  Identify individuals within the organization who are most
                     likely to have generated or received relevant information
                     and preserve that information by imaging those individuals'
                     e-mail directories, e-mail archives, network drives and
                     local hard drives; and
                  -  Document the steps taken to preserve and collect
                     information.

VI.    REVIEW OF DOCUMENT RETENTION POLICY

       A.     This policy shall be reviewed periodically by the Company's Legal
              Department, which shall report any suggested changes to the Board
              of Directors.

       B.     The Legal Department will be responsible for periodically
              reviewing compliance with the policy.

       C.     Employees should periodically review documents in their possession
              for compliance with this policy.

EX-21

                                                                      EXHIBIT 21

                   LIST OF SUBSIDIARIES OF NAVTEQ CORPORATION
                            (A DELAWARE CORPORATION)


1.  NAVTEQ North America, LLC (a Delaware limited liability company)
2.  NAVTEQ International, LLC (a Delaware limited liability company)
3.  NAVTEQ Kabushiki Kaisha (a Japan corporation)
4.  NAVTEQ Canada Inc. (an Ontario corporation)
5.  NAVTEQ B.V. (a Netherlands corporation)
6.  Navigation Technologies GmbH (an Austria corporation)
7.  NV Navigation Technologies SA (a Belgium corporation)
8.  Navigation Technologies S.A.S. (a France corporation)
9.  Navigation Technologies NavTech GmbH (a Germany corporation)
10. Navigation Technologies S.r.l. (an Italy corporation)
11. Navigation Technologies--Technologias de Navegacao, Unipessoal, Ltd (a
    Portugal corporation)
12. Navigation Technologies S.L. (a Spain corporation)
13. Navigation Technologies Sweden AB (a Sweden corporation)
14. NAVTEQ Switzerland GmbH (a Switzerland corporation)
15. NAVTEQ Ltd. (a United Kingdom corporation)
16. Navigation Technologies SRO (a Czech Republic corporation)

EX-23

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Exhibit 23

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
NAVTEQ Corporation:

        We consent to incorporation by reference in the registration statement on Form S-8 (No. 333-767000) of NAVTEQ Corporation of our report dated March 4, 2004, relating to the consolidated balance sheets of NAVTEQ Corporation and subsidiaries as of December 31, 2002 and 2003, and the related consolidated statements of operations, stockholders' equity (deficit) and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2003, and the related financial statement schedule, which report appears in the December 31, 2003 annual report on Form 10-K of NAVTEQ Corporation.

        Our report of the consolidated financial statements refers to the adoption of the provisions of Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," on January 1, 2003.

/s/ KPMG LLP

Chicago, Illinois
March 12, 2004

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Exhibit 23

INDEPENDENT AUDITORS' CONSENT

EX-24

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of NAVTEQ CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint JUDSON C. GREEN, DAVID B. MULLEN
and LAWRENCE M. KAPLAN, with full power to each of them to act alone, as the
true and lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys to execute, file or
deliver this Annual Report on Form 10-K, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as a director or officer or both, of the Company, as indicated
below opposite his signature, to the Annual Report and any amendment, thereto;
and each of the undersigned does hereby fully ratify and confirm all that said
attorneys and agents, or any of them, or the substitute of any of them, shall do
or cause to be done by virtue hereof.

       IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents as of the date set forth opposite such signatory's name.

                                                  Date: March 15, 2004
/s/ Judson C. Green
- ----------------------------------------------
Judson C. Green, Director, President and Chief
Executive Officer (principal executive officer)


/s/ David B. Mullen                               Date: March 15, 2004
- ----------------------------------------------
David B. Mullen, Executive Vice President and
Chief Financial Officer (principal financial
officer)


/s/ Neil Smith                                    Date: March 15, 2004
- ----------------------------------------------
Neil Smith, Vice President and Corporate
Controller (principal accounting officer)


/s/ Richard J.a. De Lange                         Date: March 8, 2004
- ----------------------------------------------
Richard J.A. de Lange, Director

/s/ T. Russell Shields                            Date: March 5, 2004
- ----------------------------------------------
T. Russell Shields, Director


/s/ Wilhelmus C.  M.  Groenhuysen                 Date: March 2, 2004
- ----------------------------------------------
Wilhelmus C. M. Groenhuysen, Director


/s/ Scott M. Weisenhoff                           Date: March 5, 2004
- ----------------------------------------------
Scott M. Weisenhoff, Director


/s/ Dirk-jan Van Ommeren                          Date: March 11, 2004
- ----------------------------------------------
Dirk-Jan van Ommeren, Director

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Judson C. Green, certify that:

1.

I have reviewed this annual report on Form 10-K of NAVTEQ Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 15, 2004

/s/  JUDSON C. GREEN Judson C. Green
President and Chief Executive Officer
(Principal Executive Officer)

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Exhibit 31.1

CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, David B. Mullen, certify that:

1.

I have reviewed this annual report on Form 10-K of NAVTEQ Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 15, 2004

/s/  DAVID B. MULLEN David B. Mullen
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

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Exhibit 31.2

CERTIFICATIONS

EX-32.1

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Exhibit 32.1

NAVTEQ CORPORATION
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

        I, Judson C. Green, President and Chief Executive Officer (principal executive officer) of NAVTEQ Corporation (the "Registrant"), certify that to the best of my knowledge, based upon a review of the Annual Report on Form 10-K for the year ended December 31, 2003 of the Registrant (the "Report"):

        (1)   The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/  JUDSON C. GREEN
Name:	Judson C. Green
Date:	March 15, 2004

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Exhibit 32.1

EX-32.2

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Exhibit 32.2

NAVTEQ CORPORATION
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

        I, David B. Mullen, Executive Vice President and Chief Financial Officer (principal financial officer) of NAVTEQ Corporation (the "Registrant"), certify that to the best of my knowledge, based upon a review of the Annual Report on Form 10-K for the year ended December 31, 2003 of the Registrant (the "Report"):

        (1)   The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/  DAVID B. MULLEN
Name:	David B. Mullen
Date:	March 15, 2004

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Exhibit 32.2