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FIRST AMENDMENT TO NOTE PURCHASE
AGREEMENT
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
, dated as of February 26, 2007 (this "
Amendment "), by and among Navtech Systems Support Inc., an
Ontario corporation (the " Company "), ABRY Mezzanine
Partners, L.P., a Delaware limited partnership (" AMP "),
and ABRY Investment Partnership, L.P., a Delaware limited
partnership (" AIP " and, together with AMP, the "
Purchasers ").
The Company and the Purchasers are parties to a
Note Purchase Agreement dated as of November 22, 2005 (the "
Note Purchase Agreement "), pursuant to which, among other
things, the Company issued certain Notes to the Purchasers. Each
capitalized term that is used and not otherwise defined in this
Amendment has the meaning that the Note Purchase Agreement assigns
to that term. Each Purchaser is the holder of the Notes initially
issued to it pursuant to the Note Purchase Agreement.
The Company and the Purchasers have agreed to
make amendments to certain of the terms of the Note Purchase
Agreements and the Notes.
NOW, THEREFORE , for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchasers hereby agree as
follows:
1. Restatement of Notes . The terms of the Tranche A Note
issued to AMP, the Tranche A Note issued to AIP, the Tranche B
Note issued to AMP and the Tranche B Note issued to AIP are amended
and restated in their entirety as set forth in the attached
Exhibits A, B, C and D, respectively. Upon surrender to the Company
of the Notes in the forms as in effect prior to such amendment and
restatement, the Company will issue to AMP and AIP Notes in the
forms of such Exhibits.
2. Amendment of Maximum Leverage Ratio Provision . Section
4F(ii) of the Note Purchase Agreement is hereby amended and
restated in its entirety as follows:
(ii) Maximum
Leverage Ratio . The Company shall not permit the Leverage
Ratio for the last day of any Fiscal Quarter to exceed the maximum
Leverage Ratio specified below for such Fiscal Quarter:
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Fiscal Quarter ending:
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Leverage Ratio
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January 31, 2006
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7.0 to 1.0
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April 30, 2006
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6.35 to 1.0
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July 31, 2006
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5.65 to 1.0
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October 31, 2006
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4.9 to 1.0
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January 31, 2007
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6.0 to 1.0
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April 30, 2007
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6.5 to 1.0
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July 31, 2007
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6.0 to 1.0
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October 31, 2007
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5.5 to 1.0
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January 31, 2008
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5.5 to 1.0
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April 30, 2008
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5.0 to 1.0
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July 31, 2008
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5.0 to 1.0
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October 31, 2008
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4.25 to 1.0
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January 31, 2009
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3.9 to 1.0
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April 30, 2009
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3.7 to 1.0
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July 31, 2009
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3.5 to 1.0
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October 31, 2009 and thereafter
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3.25 to 1.0
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provided that, for purposes of this Section
4F(ii) only, and then only for purposes of computing the Leverage
Ratio for a Fiscal Quarter ending on or after the second
anniversary of the Closing Date and prior to the third anniversary
of the Closing Date, there shall be excluded from the Indebtedness
of the Company Group on a consolidated basis an amount equal to the
lesser of (A) the amount of cash of the Company Group (if such
amount is positive) as of the last day of such Fiscal Quarter and
(B) the excess (if any) of the total amount of the current assets
of the Company Group over the total amount of the current
liabilities (excluding deferred revenue and the SAS contingency
payment liability to the extent included in current liabilities) of
the Company Group on the last day of such Fiscal
Quarter,
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