[letterhead of koninklijke philipselectonics nv]
Exhibit 10.5
[letterhead of koninklijke philips electonics nv]
| Navigation Technologies BV. | Corporate Treasury | |
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| Confirmation of Cross Currency Swap | Our reference: | 346743 |
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| Date: | 23/05/2003 |
Dear Sir or Madam:
The purpose of this communication is to confirm the terms and conditions of the Transaction entered into between KPENV, through the Corporate Treasury department and Navigation Technologies B.V. on the Trade Date specified below (the “Transaction”).
The terms of the particular Transaction to which this Confirmation relates are as follows:
| Trade date: |
| 22-May-2003 |
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| Effective date: |
| 27-May-2003 |
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| Termination Date: |
| 22-December-2006, subject to adjustment in accordance with the Modified Following Business Day Convention |
Initial exchange
| Initial exchange date: |
| Inapplicable |
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| Floating rate Payer I |
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| Initial exchange amount: |
| Inapplicable |
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| Floating rate Payer II |
| Inapplicable |
| Initial exchange amount: |
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1
| Final Exchange |
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| Final Exchange Date: |
| Termination Date |
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| Floating Rate Payer I |
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| Final Exchange amount: |
| Usd 180.063.688.86 |
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| Floating Rate Payer II |
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| Final Exchange amount: |
| Eur 164.486.789.86 |
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| Floating amounts I |
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| Floating Rate Payer I: |
| KPENV |
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| Floating rate Payer I |
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| Currency amount: |
| Usd 180.063.688.86 |
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| Floating rate Payer I |
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| Payment dates: |
| The 24th of each month in each year, commencing on the 24-May-2003 and ending on the termination date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention. (see appendix 1 for exact payment days). |
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| Floating rate payer I |
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| Floating rate option: |
| Eur-Euribor-Bloomberg (Page EBF) |
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| Designated maturity: |
| One month |
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| Spread: |
| 0.0000 |
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| Floating Rate |
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| Day Count Fraction: |
| Act/360 |
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| No adjustment of period end dates: |
| Inapplicable |
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| Reset Dates: |
| The first day of each Floating Rate Payer I Calculation period |
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| Rate Cut-Off Dates: |
| Inapplicable |
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| Method of Averaging: |
| Inapplicable |
2
| Compounding: |
| Inapplicable |
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| Floating Amounts II |
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| Floating Rate Payer II: |
| Navigation Technologies BV. |
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| Floating Rate Payer II |
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| Currency Amount: |
| Eur 164.486.789.86 |
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| Floating Rate Payer II |
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| Payment Dates: |
| The 24th of each month in each year, commencing on the 24-May-2003 and ending on the termination date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention. (see appendix 1 for exact payment days). |
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| Floating Rate Payer II |
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| Floating Rate Option: |
| Usd-Libor-Bloomberg (Page BBAM) |
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| Designated maturity: |
| One Month |
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| Spread: |
| 0.000000 |
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| Floating rate |
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| Day Count Fraction: |
| Actual/360 |
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| No Adjustment of |
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| Period End Dates: |
| Inapplicable |
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| Reset Dates: |
| The first day of each Floating Rate Payer II Calculation period. |
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| Rate Cut-Off Dates: |
| Inapplicable |
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| Method of Averaging: |
| Inapplicable |
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| Compounding: |
| Inapplicable |
3
| Business Days: |
| TARGET Settlement Day, New York. |
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| Calculation Agent: |
| KPENV Corporate Treasury |
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| Non-reliance: |
| Each party represents to the other party that its acting for its own account, and has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based on its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this transaction, it being understood that information and explanations related to the terms and conditions of this transaction shall not be considered investment advice or a recommendation to enter into this transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this transaction. |
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| Other Provisions: |
| Navigation Technologies has the right to partially unwind the basis swap, only and only on the dates mentioned in appendix I. The total amount of unwinds cannot exceed the notional amount. Corporate Treasury should be notified three working days prior to the reset date (appendix I) about the amount Nav Tech would to like reset. At each prepayment the Cross Currency Swap notional amount will reduce according to the following formula: |
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| Old Notional -/- prepayment amount = New notional. Notification only be done by E-mail to the following group of persons: |
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| ***@*** |
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| ***@*** |
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| ***@*** |
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| ***@*** |
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| Or to their designated replacements should the individuals leave their roles |
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| Account Details |
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| Eur Payments to KPENV: |
| Citibank N.A. London (Swift:CitiGB2L) |
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| FAO: Koninklijke Philips Electronics NV |
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| Account number: 3172929 |
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| Usd Payments to KPENV: |
| Citibank N.A. New York |
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| FAO: Koninklijke Philips Electronics NV |
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| Account number: 40670981 |
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| Eur Payments to Nav Tech: |
| Please advise |
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| Usd Payments to Nav Tech: |
| Lasalle Bank Chicago (Swift:LASLUS44) |
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| FAO: Navagation Technologies Corp |
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| Account number: 5800265570 |
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile transmission.
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| Yours sincerely, | |||||
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| Koninklijke Philips Electronics NV | |||||
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| By: | /s/ Peter Warmerdam |
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| Authorized Signatory | ||||
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| For and on behalf of KPENV |
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Accepted and confirmed as
Of the Trade Date written above:
Navigation Technologies B.V.
| By: | /s/ Chris Peters |
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| Name: Chris Peters | ||
| Title: V.P. Finance Europe | ||
5
Appendix I:
Payment dates as referred to in Floating Rate Payer I Payment Date(s) and Floating Rate Payer II Payment Date(s):
| Dates 2003 |
| Dates 2004 |
| Dates 2005 |
| Dates 2006 |
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| 26-Jan-2004 |
| 24-Jan-2005 |
| 24-Jan-2006 |
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| 24-Feb-2004 |
| 24-Feb-2005 |
| 24-Feb-2006 |
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| 24-Mar-2004 |
| 24-Mar-2005 |
| 24-Mar-2006 |
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| 26-Apr-2004 |
| 25-Apr-2005 |
| 24-Apr-2006 |
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| 24-May-2004 |
| 24-May-2005 |
| 24-May-2006 |
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| 24-Jun-2003 |
| 24-Jun-2004 |
| 24-Jun-2005 |
| 26-Jun-2006 |
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| 24-Jul-2003 |
| 26-Jul-2004 |
| 25-Jul-2005 |
| 24-Jul-2006 |
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| 25-Aug-2003 |
| 24-Aug-2004 |
| 24-Aug-2005 |
| 24-Aug-2006 |
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| 24-Sep-2003 |
| 24-Sep-2004 |
| 26-Sep-2005 |
| 25-Sep-2006 |
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| 24-Oct-2003 |
| 25-Oct-2004 |
| 24-Oct-2005 |
| 24-Oct-2006 |
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| 24-Nov-2003 |
| 24-Nov-2004 |
| 25-Nov-2005 |
| 24-Nov-2006 |
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| 24-Dec-2003 |
| 27-Dec-2004 |
| 27-Dec-2005 |
| 22-Dec-2006 |
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The next coupon will materialize on the 24th of June where:
KPENV will pay Usd 184.865.39 and
NavTech Technologies BV will pay Eur 319.707.49
6
