Exhibit 10.53
Execution
Version
AMENDED AND RESTATED LETTER OF
CREDIT CASH
COLLATERAL
AGREEMENT
THIS AMENDED AND RESTATED LETTER
OF CREDIT CASH COLLATERAL AGREEMENT (this “ Agreement ”) is made
and entered into as of July 19, 2005 by and among
BEARINGPOINT, INC., a Delaware corporation (the “
Borrower ”), the Administrative Agent (defined below),
and each of BANK OF AMERICA, N.A., a national banking association
organized and existing under the laws of the United States (“
BOA ”), JPMORGAN CHASE BANK, N.A., a national banking
association organized and existing under the laws of the United
States (“ JPMCB ” and, together with BOA the
“ Issuing Banks ” and individually an “
Issuing Bank ”), and BOA as Depositary (the “
Depositary ”) of the LC Account (defined below). All
capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned thereto in the Credit Agreement,
defined below, notwithstanding the occurrence of the Facility
Termination Date.
WITNESSETH:
WHEREAS, the Borrower, Bank of America, N.A. as
Administrative Agent (the “ Administrative Agent
”) and the Lenders party thereto from time to time entered
into a Credit Agreement dated as of December 17, 2004, as
amended by that certain Amendment No. 1 to Credit Agreement
dated as of March 17, 2005, as further amended by that certain
Amendment No. 2 to Credit Agreement dated as of March 24,
2005 (the “ Credit Agreement ”); and
WHEREAS, there are currently outstanding under the Credit
Agreement the Letters of Credit listed on Schedule I hereto,
having an aggregate undrawn Dollar Equivalent amount (as of the
last Revaluation Date) of $81,341,869.99 (the “ Letters of
Credit ”; the aggregate undrawn Dollar Equivalent amount
of the Letters of Credit from time to time is referred to as the
“ Aggregate Available Amount ”); and
WHEREAS, in connection with the termination of the
Aggregate Commitments and the occurrence of the Facility
Termination Date under the Credit Agreement, the Borrower, the
Administrative Agent, the Depositary and the Issuing Banks are
parties to that certain Letter of Credit Cash Collateral Agreement
dated as of April 26, 2005 (the “ Existing LC Cash
Collateral Agreement ”) pursuant to which the Issuing
Banks have required the Borrower to deliver immediately available
funds to the Administrative Agent for deposit into a non-interest
bearing cash collateral deposit account under the sole and
exclusive control of, and in the name of, the Administrative Agent
on behalf of itself and the Issuing Banks (the “ LC
Account ”; fully collected funds on deposit from time to
time in the LC Account are referred to as the “ LC Cash
Collateral ”), as collateral security for (i) the
payment of Letter of Credit Fees and certain other fees and charges
as herein provided, and (ii) the payment and satisfaction of
all other obligations and liabilities of the Borrower now owing or
hereafter arising in favor of the Administrative Agent or either of
the Issuing Banks in connection with the Letters of Credit or other
provisions of the Loan Documents that survive (or continue
notwithstanding the occurrence of) the Facility Termination Date;
and
WHEREAS, the Borrower, the Administrative Agent, the
Depositary and the Issuing Banks desire to amend and restate the
Existing LC Cash Collateral Agreement in