Exhibit 4.6



 




Exhibit
4.6


BANK OF AMERICA CORPORATION




REGISTRATION RIGHTS AGREEMENT




December 19, 2006




Banc of America Securities LLC

214 North Tryon Street, Suite 3800

Charlotte, NC 28255





Ladies and Gentlemen:




     Bank of America Corporation, a Delaware corporation (the “Company”), has made offers
(the “Exchange Offers”) to exchange up to $2,000,000,000 each of its (i) 5.42% Subordinated
Notes due 2017 and (ii) 5.49% Subordinated Notes due 2019 (the “Securities”) to be issued
pursuant to an indenture dated January 1, 1995, as supplemented by the First Supplemental Indenture
dated as of August 28, 1998 (as so supplemented, the “Indenture”), between the Company and The Bank
of New York, as trustee (the “Trustee”), for certain of its issued and outstanding (i)
7.80% Subordinated Notes due 2010, (ii) 7.40% Subordinated Notes due 2011, (iii) 6.375%
Subordinated Notes due 2008, (iv) 6.25% Subordinated Notes due 2008 and (v) 7.125% Subordinated
Notes due 2009, held by eligible holders. The Company agrees with you for the benefit of the
holders from time to time of the Securities (each of the foregoing a “Holder” and together
the “Holders”), as follows:



     1. Definitions. Capitalized terms used herein without definition shall have their
respective meanings set forth in the Indenture. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:



     “Additional Interest” has the meaning set forth in Section 7(a) hereof.



     “Affiliate” of any specified person means any other person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such specified
person. For purposes of this definition, control of a person means the power, direct or indirect,
to direct or cause the direction of the management and policies of such person whether by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.



     “Commission” means the Securities and Exchange Commission.



     “Dealer Manager Agreement” means the dealer manager agreement dated November 13, 2006
between the Company and Banc of America Securities LLC as dealer manager.



     “Exchange Offer Registration Period” means the 180-day period following the
consummation of the Registered Exchange Offer, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.



 









 





     “Exchange Offer Registration Statement” means a registration statement of the Company
on an appropriate form under the Securities Act with respect to the Registered Exchange Offer, all
amendments and supplements to such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.



     “Exchange Securities” means debt securities of the Company identical in all material
respects to the applicable series of the Securities (except that the interest rate step-up
provisions and the transfer restrictions will be modified or eliminated, as appropriate), to be
issued under the Indenture.



     “Exchanging Dealer” means any Holder which is a broker-dealer electing to exchange
Securities acquired for its own account as a result of market-making activities or other trading
activities for Exchange Securities.



     “Holder” has the meaning set forth in the preamble hereto.



     “Indenture” has the meaning set forth in the preamble hereto.



     “Losses” has the meaning set forth in Section 6(d) hereof.



     “Majority Holders” means the Holders of a majority of the aggregate principal amount
of securities registered under a Registration Statement.



     “Managing Underwriters” means the investment banker or investment bankers and manager
or managers that shall administer an offering of securities under a Shelf Registration Statement.



     “Prospectus” means the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the Exchange Securities, covered by such
Registration Statement, and all amendments and supplements to the Prospectus, including
post-effective amendments.



     “Registered Exchange Offer” means the proposed offer to the Holders to issue and
deliver to such Holders, in exchange for the Securities, a like principal amount of the applicable
Exchange Securities.



     “Registration Default” has the meaning set forth in Section 7(a) hereof.



     “Registration Securities” has the meaning set forth in Section 3(a) hereof.



     “Registration Statement” means any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the
provisions of this Agreement, all amendments and supplements to such registration statement,
including, without limitation, post-effective amendments, in each case including the



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Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein.




     “Securities” has the meaning set forth in the preamble hereto.



     “Securities Act” means the Securities Act of 1933 as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Shelf Registration” means a registration effected pursuant to Section 3 hereof.



     “Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.



     “Shelf Registration Statement” means a “shelf” registration statement of the Company
pursuant to the provisions of Section 3 hereof which covers some of or all the Securities or
Exchange Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act,
or any similar rule that may be adopted by the Commission, all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.



     “Trustee” has the meaning set forth in the preamble hereto.



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



     2. Registered Exchange Offer; Resales of Exchange Securities by Exchanging Dealers;
Private Exchange.



          (a) The Company shall prepare and, not later than 90 days after the date of the original
issuance of the Securities, shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective under the Securities
Act within 180 days after the date of the original issuance of the Securities.




          (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall (i)
within two business days thereafter commence the Registered Exchange Offer, it being the objective
of such Registered Exchange Offer to enable each Holder electing to exchange Securities for
Exchange Securities (assuming that such Holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such
Holder’s business and has no arrangements with any person to participate in the distribution of the
Exchange Securities) to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United States and (ii) use
its reasonable best efforts to issue, promptly after the expiration of such Registered Exchange
Offer, the Exchange Securities in exchange for all Securities validly tendered prior to the
expiration of such Registered Exchange Offer.




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          (c) In connection with the Registered Exchange Offer, the Company shall:





     (i) mail to each Holder a copy of the Prospectus forming part of the Exchange
Offer Registration Statement, together with an appropriate letter of transmittal and
related documents;




     (ii) keep the Registered Exchange Offer open for not less than 20 business days
after the date notice thereof is mailed to the Holders (or longer if required by
applicable law);




     (iii) utilize the services of a depositary for the Registered Exchange Offer
with an address in the Borough of Manhattan, The City of New York; and




     (iv) comply in all material respects with all applicable laws.



          (d) As soon as practicable after the close of the Registered Exchange Offer:





     (i) the Company shall accept for exchange all Securities tendered and not
validly withdrawn pursuant to the Registered Exchange Offer;




     (ii) the Company shall deliver to the Trustee for cancelation all Securities so
accepted for exchange; and




     (iii) the Company shall instruct the Trustee to promptly authenticate and
deliver to each Holder of Securities, Exchange Securities equal in principal amount
to the Securities of such Holder so accepted for exchange.



          (e) The Company acknowledges that, pursuant to current interpretations by the Commission’s
staff of Section 5 of the Securities Act, and in the absence of an applicable exemption therefrom,
each Exchanging Dealer is required to deliver a Prospectus in connection with a sale of any
Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer in
exchange for Securities acquired for its own account as a result of market-making activities or
other trading activities. Accordingly, the Company shall:





     (i) include the information set forth in Annex A hereto on the cover of the
Prospectus forming part of an Exchange Offer Registration Statement, in Annex B
hereto in the forepart of the Prospectus forming part of an Exchange Offer
Registration Statement in a section setting forth details of the Exchange Offer, in
Annex C hereto in the underwriting or plan of distribution section of the Prospectus
forming part of the Exchange Offer Registration Statement, and in Annex D hereto in
the Letter of Transmittal delivered pursuant to the Registered Exchange Offer (it
being understood that a Holder’s participation in the Exchange Offer is conditioned
on the Holder, by executing and returning the Letter of Transmittal, representing in
writing to the Company as set forth in Rider B of Annex D hereto); and




     (ii) use its reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Securities Act during the



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Exchange Offer Registration Period for delivery by Exchanging Dealers in
connection with sales of Exchange Securities received pursuant to the Registered
Exchange Offer, as contemplated by Section 4(h) below.



     3. Shelf Registration. If, (i) because of any change in law or applicable
interpretations thereof by the Commission’s staff, the Company determines upon advice of its
counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section
2 hereof, or (ii) any Holder is not eligible to participate in the Registered Exchange Offer or
(iii) for any other reason the Registered Exchange Offer is not completed within 225 days after the
date of the original issuance of the Securities or the Registered Exchange Offer is not consummated
within 45 days after the Exchange Offer Registration Statement is declared effective, or (iv) in
the case of any such Holder that participates in the Registered Exchange Offer, such Holder does
not receive freely tradable Exchange Securities in exchange for tendered Securities, other than by
reason of such Holder being an affiliate of the Company within the meaning of the Securities Act
(it being understood that, for purposes of this Section 3, the requirement that an Exchanging
Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the
Registered Exchange Offer in exchange for Securities acquired as a result of market making
activities or other trading activities shall not result in such Exchange Securities not being
“freely tradeable”), the following provisions shall apply:



          (a) The Company shall as promptly as practicable (but in no event later than 60 days after so
required or requested pursuant to this Section 3), file with the Commission and thereafter use its
reasonable best efforts to cause to become effective under the Act a Shelf Registration Statement,
or shall, if permitted by Rule 430B under the Act, otherwise designate an existing effective shelf
registration statement with the Commission for use by the Holders as a Shelf Registration
Statement, relating to the offer and sale of the Securities or the Exchange Securities, as
applicable, by the Holders from time to time in accordance with the methods of distribution elected
by such Holders and set forth in such Shelf Registration Statement (such Securities or Exchange
Securities, as applicable, to be sold by such Holders under such Shelf Registration Statement being
referred to herein as “Registration Securities”), and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.




          (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to be usable by
Holders for a period of two years from the date of the original issuance of the Securities or such
shorter period that will terminate when all the Securities or Exchange Securities, as applicable,
covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement (in any such case, such period being called the “Shelf Registration Period”). The
Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration
Statement effective during the Shelf Registration Period if it voluntarily takes any action that
would result in Holders of securities covered thereby not being able to offer and sell such
securities during that period, unless (i) such action is required by applicable law or (ii) such
action is taken by the Company in good faith and for valid business reasons (not including
avoidance of the Company’s obligation hereunder), including the acquisition or divestiture of
assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k)
hereof, if applicable.




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     4. Registration Procedures. In connection with any Shelf Registration Statement and,
to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall
apply:



          (a) (i) The Company shall furnish to you, prior to the filing or designation thereof with the
Commission, a copy of any Exchange Offer Registration Statement, each amendment thereof and each
amendment or supplement, if any, to the Prospectus included therein and shall use its reasonable
best efforts to reflect in each such document, when so filed or designated with the Commission,
such comments as you reasonably may propose.




               (ii) The Company shall furnish to you, prior to the filing or designation thereof with the
Commission, a copy of any Shelf Registration Statement, each amendment thereof and each amendment
or supplement, if any, to the Prospectus included therein and shall use its reasonable best efforts
to reflect in each such document, when so filed or designated with the Commission, such comments as
any Holder whose securities are to be included in such Shelf Registration Statement reasonably may
propose.



          (b) The Company shall ensure that (i) any Registration Statement and any amendment thereto and
any Prospectus forming part thereof and any amendment or supplement thereto complies in all
material respects with the Securities Act and the rules and regulations thereunder, (ii) any
Registration Statement and any amendment thereto does not, when it becomes effective (or, in the
case of a previously filed registration statement that is effective at the time it is designated as
a Shelf Registration Statement, when it is so designated), contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (iii) any Prospectus forming part of any Registration
Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.




          (c) (i) The Company shall advise you and, in the case of a Shelf Registration Statement, the
Holders of securities covered thereby, and, if requested by you or any such Holder, confirm such
advice in writing:





     (1) when a Registration Statement and any amendment thereto has been filed (or,
in the case of a previously filed registration statement that is effective at the
time it is designated as a Shelf Registration Statement, when it is so designated)
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective (or, in the case of a previously filed
registration statement that is effective at the time it is designated as a Shelf
Registration Statement, when it is so designated); and




     (2) of any request by the Commission for amendments or supplements to the
Registration Statement or the Prospectus included therein or for additional
information.



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               (ii) The Company shall advise you and, in the case of a Shelf Registration Statement, the
Holders of securities covered thereby, and, in the case of an Exchange Offer Registration
Statement, any Exchanging Dealer which has provided in writing to the Company a telephone or
facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging
Dealer, confirm such advice in writing:




     (1) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings for
that purpose;




     (2) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the securities included therein for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose;
and




     (3) of the determination by the Company that use of the Prospectus must be
suspended due to the happening of any event that requires the making of any changes
in the Registration Statement or the Prospectus so that, as of such date, the
statements therein are not misleading and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in the
case of the Prospectus, in the light of the circumstances under which they were
made) not misleading.



     Each such Holder or Exchanging Dealer agrees by its acquisition of such securities to be sold
by such Holder or Exchanging Dealer, that, upon being so advised by the Company of a determination
by the Company to suspend the use of the Prospectus described in clause (3) of this paragraph
(c)(ii), such Holder or Exchanging Dealer will forthwith discontinue disposition of such securities
under such Registration Statement or Prospectus, until such Holder’s or Exchanging Dealer’s receipt
of the copies of the supplemented or amended Prospectus contemplated by paragraph 4(k) hereof, or
until it is advised in writing by the Company that the use of the applicable Prospectus may be
resumed.



          (d) The Company shall use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement at the earliest possible time.




          (e) The Company shall furnish to each Holder of securities included within the coverage of any
Shelf Registration Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, any documents incorporated by reference therein and all
exhibits thereto (including those incorporated by reference therein).




          (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of
securities included within the coverage of any Shelf Registration Statement, without charge, as
many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Company consents to the use of the Prospectus or any




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amendment or supplement thereto by each of the selling Holders of securities in connection
with the offering and sale of the securities covered by the Prospectus or any amendment or
supplement thereto.




          (g) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at
least one copy of the Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules and, if the Exchanging Dealer so requests in
writing, any documents incorporated by reference therein and all exhibits thereto (including those
incorporated by reference therein).




          (h) The Company shall, during the Exchange Offer Registration Period, promptly deliver to each
Exchanging Dealer, without charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as such Exchanging Dealer may
reasonably request for delivery by such Exchanging Dealer in connection with a sale of Exchange
Securities received by it pursuant to the Registered Exchange Offer; and the Company consents to
the use of the Prospectus or any amendment or supplement thereto by any such Exchanging Dealer, as
aforesaid.




          (i) Prior to the Registered Exchange Offer or any other offering of securities pursuant to any
Registration Statement, the Company shall register or qualify or cooperate with the Holders of
securities included therein and their respective counsel in connection with the registration or
qualification of such securities for offer and sale under the securities or blue sky laws of such
jurisdictions as any such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions of the securities
covered by such Registration Statement; provided, however, that the Company will
not be required to qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.




          (j) The Company shall cooperate with the Holders of Securities to facilitate the timely
preparation and delivery of certificates representing Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations and registered in
such names as Holders may request prior to sales of securities pursuant to such Registration
Statement.




          (k) Upon the occurrence of any event contemplated by paragraph (c)(ii)(3) above, the Company
shall promptly prepare a post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so that, as thereafter
delivered to purchasers of the securities included therein, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.




          (l) Not later than the effective date (or the designation date, in the case of a previously
filed registration statement that is effective at the time it is designated as a Shelf Registration
Statement) of any such Registration Statement hereunder, the Company shall provide a CUSIP number
for the Securities or Exchange Securities, as the case may be,




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registered under such Registration Statement, and provide the Trustee with certificates for
such Securities or Exchange Securities, eligible for deposit with The Depository Trust Company or
any successor thereto under the Indenture.




          (m) The Company shall use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to its security holders
a consolidated earnings statement (which need not be audited) covering a twelve-month period
commencing after the effective date (or the designation date, in the case of a previously filed
registration statement that is effective at the time it is designated as a Shelf Registration
Statement) of the Registration Statement and ending not later than 15 months thereafter, as soon as
practicable after the end of such period, which consolidated earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.




          (n) The Company shall cause the Indenture, if not already so qualified, to be qualified under
the Trust Indenture Act of 1939, as amended, on or prior to the effective date (or the designation
date, in the case of a previously filed registration statement that is effective at the time it is
designated as a Shelf Registration Statement) of any Shelf Registration Statement or Exchange Offer
Registration Statement.




          (o) The Company may require each Holder of securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Company in writing such information regarding the Holder
and the distribution of such securities as the Company may from time to time reasonably require for
inclusion in such Registration Statement. The Company may exclude from any such Registration
Statement the securities of any such Holder who fails to furnish such information within a
reasonable time after receiving such request. Each Holder as to which any Shelf Registration is
being effected agrees to furnish promptly to the Company all information required to be disclosed
in order to make the information previously furnished to the Company by such Holder not materially
misleading. Each Holder further agrees that, neither such Holder nor any underwriter participating
in any disposition pursuant to any Shelf Registration Statement on such Holder’s behalf, will make
any offer relating to the securities to be sold pursuant to such Shelf Registration Statement that
would constitute an issuer free writing prospectus (as defined in Rule 433 under the Securities
Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under
the Securities Act) required to be filed by the Company with the Commission or retained by the
Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of
the Company (and except for as otherwise provided in any underwriting agreement entered into by the
Company and any such underwriter).




          (p) The Company shall, if requested, promptly incorporate in a Prospectus supplement or
post-effective amendment to a Shelf Registration Statement, such information as the Managing
Underwriters, if any, and Majority Holders reasonably agree should be included therein and to which
the Company does not reasonably object and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as notified of the matters to be incorporated in
such Prospectus supplement or post-effective amendment.




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          (q) (i) In the case of any Shelf Registration Statement, the Company shall enter into such
customary agreements (including underwriting agreements) and take all other appropriate actions in
order to expedite or facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth in Section 6
hereof (or such other provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any), with respect to all parties to be indemnified pursuant to Section 6 hereof
from Holders of Securities to the Company.




               (ii) Without limiting in any way paragraph (q)(i), no Holder may participate in any
underwritten registration hereunder unless such Holder (x) agrees to sell such Holder’s securities
to be covered by such registration on the basis provided in any underwriting arrangements approved
by the Majority Holders and the Managing Underwriters and (y) completes and executes in a timely
manner all customary questionnaires, powers of attorney, underwriting agreements and other
documents reasonably required by the Company or the Managing Underwriters in connection with such
underwriting arrangements.



          (r) In the case of any Shelf Registration Statement, the Company shall (i) make reasonably
available for inspection by the Holders of securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter, all relevant financial
and other records, pertinent corporate documents and properties of the Company and its subsidiaries
reasonably requested by such person; (ii) cause the Company’s officers, directors and employees to
supply all relevant information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with any such Registration Statement as is customary
for due diligence examinations in connection with primary underwritten offerings; provided,
however, that any information that is nonpublic at the time of delivery of such information
shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent,
unless such disclosure is made in connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality; (iii) make such representations and warranties to the
Holders of securities registered thereunder and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary underwritten offerings; (iv)
obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each
selling Holder and the underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings; (v) obtain “cold comfort” letters (or, in the case of
any person that does not satisfy the conditions for receipt of a “cold comfort” letter specified in
Statement on Auditing Standards No. 72, an “agreed-upon procedures” letter under Statement on
Auditing Standards No. 35) and updates thereof from the independent certified public accountants of
the Company (and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which financial statements
and financial data are, or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each selling Holder of securities registered thereunder and
the underwriters, if any, in customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with primary underwritten offerings; and (vi) deliver such
documents and




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certificates as may be reasonably requested by the Majority Holders and the Managing
Underwriters, if any, including those to evidence compliance with Section 4(k) and with any
customary conditions contained in the underwriting agreement or other agreement entered into by the
Company. The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(r)
shall be performed at each closing under any underwriting or similar agreement as and to the extent
required thereunder.




     5. Registration Expenses. Except as otherwise provided in Section 4, the Company
shall bear all expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith (“Holders’ Counsel”).
Notwithstanding the foregoing, the Holders of the securities being registered shall pay all agency
or brokerage fees and commissions and underwriting discounts and commissions attributable to the
sale of such securities and the fees and disbursements of any counsel or other advisors or experts
retained by such holders (severally or jointly), other than the counsel and experts specifically
referred to above in this Section 5, transfer taxes on resale of any of the securities by such
Holders and any advertising expenses incurred by or on behalf of such Holders in connection with
any offers they may make.



     6. Indemnification and Contribution. (a) In connection with any Registration
Statement, the Company agrees to indemnify and hold harmless each Holder of securities covered
thereby (including with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each such Holder, each
other person, if any, who controls any such Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
that solely arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or Prospectus, or in any amendment thereof or supplement
thereto, or that solely arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity agreement will be in addition to any
liability which the Company may otherwise have; provided, however, that the Company shall not be
liable to any such Holder in any such case to the extent that any such untrue statement or alleged
untrue statement or omission or alleged omission was made in such Registration Statement or
Prospectus, or amendment or supplement, in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use therein.



     The Company also agrees to indemnify or contribute to Losses of, as provided in Section 6(d),
any underwriters of Securities registered under a Shelf Registration Statement, their officers,
directors, employees and agents and each person who controls such underwriters on



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substantially the same basis as that of the indemnification of the selling Holders provided in
this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(q) hereof; provided, however, that the company
shall not be liable to any such underwriter in any such case to the extent that any such untrue
statement or alleged untrue statement or omission or alleged omission was made in such Registration
Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such underwriter expressly for use therein.




          (b) Each Holder of securities covered by a Registration Statement (including with respect to
any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) and each
underwriter of any Securities registered under a Shelf Registration Statement severally and not
jointly agrees to (i) indemnify and hold harmless the Company, each of its directors and each
officer who signed the Registration Statement and each other person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to each such Holder or underwriter, as
the case may be, but only with reference to written information relating to such Holder or
underwriter, as the case may be, furnished to the Company by or on behalf of such Holder or
underwriter, as the case may be, specifically for inclusion in the documents referred to in the
foregoing indemnity and (ii) reimburse the Company, as incurred, for any legal or other expenses
reasonably incurred by it in connection with the investigation or defending of any such loss,
claim, damage, liability or action. This indemnity agreement will be in addition to any liability
which any such Holder or underwriter, as the case may be, may otherwise have.




          (c) Promptly after receipt by an indemnified person under this Section of notice of the
commencement of any litigation or proceeding, such indemnified person will, if a claim is to be
made hereunder against the Company in respect thereof, notify the Company in writing of the
commencement thereof; provided that (i) the omission so to notify the Company will not relieve it
from any liability which it may have hereunder except to the extent it has been materially
prejudiced by such failure and (ii) the omission so to notify the Company will not relieve it from
any liability which it may have to an indemnified person otherwise than on account of this
Agreement. In case any such proceedings are brought against any indemnified person and it notifies
the Company of the commencement thereof, the Company will be entitled to participate therein and,
to the extent that it may elect by written notice delivered to such indemnified person, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified person, provided that
if the defendants in any such proceedings include both such indemnified person and the Company and
such indemnified person shall have reasonably concluded that there may be legal defenses available
to it which are different from or additional to those available to the Company, such indemnified
person shall have the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such proceedings on behalf of such indemnified person.
Upon receipt of notice from the Company to such indemnified person of its election so to assume the
defense of such proceedings and approval by such indemnified person of counsel, the Company shall
not be liable to such indemnified person for expenses incurred by such indemnified person in
connection with the defense thereof (other than reasonable costs of investigation) unless (i) such
indemnified person shall have employed separate counsel in connection with the assertion of legal
defenses in




- 12 -









 




accordance with the proviso to the immediately preceding sentence (it being understood,
however, the that Company shall not be liable for the expenses of more than one separate counsel
(in addition to any local counsel), approved by the Dealer Managers representing the indemnified
persons who are parties to such proceedings), (ii) the Company shall not have employed counsel
reasonably satisfactory to such indemnified person to represent such indemnified person within a
reasonable time after notice of commencement of the proceedings or (iii) the Company has authorized
in writing the employment of counsel for such indemnified person.




     The Company shall not be liable for any settlement of any litigation, action or proceeding
effected without its written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the plaintiff in any such
proceedings, the Company agrees to indemnify and hold harmless each indemnified person from and
against any and all Losses by reason of such settlement or judgment. The Company shall not,
without the prior written consent of an indemnified person (which consent shall not be unreasonably
withheld), effect any settlement of any pending or threatened proceedings in respect of which
indemnity could have been sought hereunder by such indemnified person unless such settlement (i)
includes an unconditional release of such indemnified person from all liability on claims that are
the subject matter of such proceedings and (ii) does not include any statement as to or any
admission of default, culpability or a failure to act by or on behalf of any indemnified person.



     The indemnity, reimbursement and contribution obligations of the Company under this Section 6
shall be in addition to any liability which the Company may otherwise have to an indemnified person
and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company and any indemnified person.



          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint
and several obligation to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively “Losses”) to which such indemnified party may be subject in such
proportion as is appropriate to reflect the relative benefits received by such indemnifying party,
on the one hand, and such indemnified party, on the other hand, from the Registration Statement
which resulted in such Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand,
in connection with the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to
the sum of (x) the aggregate principal amount of Securities issued in the Exchange Offers (before
deducting expenses) and (y) the total amount of Additional Interest which the Company was not
required to pay as a result of registering the securities covered by the Registration Statement
which resulted in such Losses, and benefits received by (i) any Holders shall be deemed to be equal
to the value of receiving Securities or Exchange Securities, as applicable, registered under the
Securities Act and (ii) any underwriters




- 13 -









 




shall be deemed to equal the total underwriting discounts and commissions actually received by
the underwriters in connection with the resale of securities. Relative fault shall be determined
by reference to whether any alleged untrue statement or omission relates to information provided by
the indemnifying party, on the one hand, or by the indemnified party, on the other hand. The
parties agree that it would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6, each person who controls a Holder or an
underwriter, as the case may be, within the meaning of either the Securities Act or the Exchange
Act and each director, officer, employee and agent of such Holder or underwriter, as the case may
be, shall have the same rights to contribution as such Holder or underwriter, as the case may be,
and each person who controls the Company within the meaning of either the Securities Act or the
Exchange Act, each officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the Company, subject in each
case to the applicable terms and conditions of this paragraph (d).




          (e) The provisions of this Section 6 will remain in full force and effect, regardless of any
investigation made by or on behalf of any Holder, the Company or any underwriter or any of the
officers, directors or controlling persons referred to in this Section 6, and will survive the sale
by a Holder of securities covered by a Registration Statement.




     7. Registration Defaults and Additional Interest. (a) If any of the following events
(each a “Registration Default”) shall occur, then the Company shall pay certain additional interest
(“Additional Interest”) to the Holders of the Series of Securities affected thereby in accordance
with Section 7(b):




     (i) the Exchange Offer Registration Statement has not been filed with the
Commission on or prior to the 90th day following the date of the original issuance
of such Securities;




     (ii) the Exchange Offer Registration Statement has not been declared effective
on or prior to the 180th day following the date of the original issuance of such
Securities;




     (iii) neither the Registered Exchange Offer with respect to such series of
Securities has been completed nor the Shelf Registration Statement with respect to
such series of Securities has become effective on or prior to the 225th day
following the date of the original issuance of such Securities;




     (iv) the Exchange Offer Registration Statement with respect to such series of
Securities has become effective but ceases to be effective or usable prior to the
consummation of the Registered Exchange Offer with respect to such series of
Securities unless such ineffectiveness is cured within the 180 day period described
above; or



- 14 -









 






     (v) after the Shelf Registration Statement has become effective, such
Registration Statement thereafter ceases to be effective or usable in connection
with resales of the Securities for more than 90 days, whether or not consecutive, in
any twelve-month period at any time that the Company is obligated to maintain the
effectiveness thereof pursuant to the Registration Agreement.



          (b) Additional Interest shall accrue (in addition to stated interest on the Securities) on the
aggregate principal amount of the series of Securities affected by the Registration Default from
and including the date on which the first such Registration Default shall occur to but excluding
the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of
the principal amount of the Securities; provided, however, that such rate per annum
shall increase by 0.25% per annum from and including the 91st day after the first such Registration
Default unless and until all Registration Defaults have been cured. Accrued Additional Interest,
if any, shall be paid in cash in arrears semiannually on March 15 and September 15 in each year;
and the amount of accrued Additional Interest shall be determined on the basis of the number of
days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of
the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be
payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest)
shall be payable on the next interest payment date for such Exchange Security to the Holder thereof
on the related record date.




     8. Miscellaneous.



          (a) No Inconsistent Agreements. The Company has not, as of the date hereof, entered
into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its
securities that limits the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.




          (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of at least a majority of the then outstanding
aggregate principal amount of Securities (or, after the consummation of any Exchange Offer in
accordance with Section 2 hereof, of Exchange Securities). Notwithstanding the foregoing, a waiver
or consent to departure from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other Holders may be given
by the Majority Holders, determined on the basis of securities being sold rather than registered
under such Registration Statement.




          (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, facsimile, or air courier guaranteeing
overnight delivery:





     (i) if to a Holder, at the most current address given by such Holder to the
Company in accordance with the provisions of this Section 8(c), which



- 15 -









 






address initially is, with respect to each Holder, the address of such Holder
maintained by the registrar under the Indenture;




     (ii) if to you, initially at the address set forth in the Dealer Manager
Agreement; and




     (iii) if to the Company, initially at its address set forth in the Dealer
Manager Agreement.



     All such notices and communications shall be deemed to have been duly given when actually
received.



     The Trustee or the Company by notice to the other may designate additional or different
addresses for subsequent notices or communications.



          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including, without the need for an
express assignment or any consent by the Company or subsequent Holders of Securities and/or
Exchange Securities. The Company hereby agrees to extend the benefits of this Agreement to any
Holder of Securities and/or Exchange Securities and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.




          (e) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          (f) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE
PERFORMED IN THAT STATE.




          (h) Severability. In the event that any one of more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired or
affected thereby, it being intended that all the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.




          (i) Securities Held by the Company, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or Exchange Securities is required
hereunder, Securities or Exchange Securities, as applicable, held by the Company or its Affiliates
(other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities or




- 16 -









 




Exchange Securities) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.




     Please confirm that the foregoing correctly sets forth the agreement between the Company and
you.



	 	 	 	 	 
	 	Very truly yours,





BANK OF AMERICA CORPORATION

 	 
	 	By:  	/s/
ANN J. TRAVIS 	 
	 	 	Name: Ann J. Travis	 
	 	 	Title:   Vice President	 
	 



	 	 	 	 	 
	The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written:	 	 
	 
	 	 	 	 
	BANC OF AMERICA SECURITIES LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ LILY CHANG	 	 
	 

	 	 

Name: Lily Chang
	 	 
	 

	 	Title:   Principal	 	 






- 17 -









 





ANNEX A




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Exchange Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, starting on the date hereof (the “Expiration Date”) and ending on the close of
business on the day that is 180 days following the Expiration Date, it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”



 









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. The Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Securities where such Securities were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, starting on the Expiration
Date and ending on the close of business on the day that is 180 days following the Expiration Date,
it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in
connection with any such resale. In addition, until      , 200 , all dealers effecting
transactions in the Exchange Securities may be required to deliver a prospectus.*/



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any
such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by
it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be an “underwriter”
within the meaning of the Securities Act and any profit of any such resale of Exchange Securities
and any commissions or concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date, the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay certain
expenses incident to the Exchange Offer (other than the expenses of counsel for the holders of the
Securities) and commissions or concessions of any brokers or dealers) and will indemnify the
holders of the Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.





 




			
	*/	 	 In addition, the legend required by Item 502(b)
of Regulation S-K will appear on the back cover page of the Exchange Offer
Prospectus.





 









 





[If applicable, add information required by Regulation S-K Items 507 and/or 508.]




 









 





ANNEX D




Rider A





			
	      o      	 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.





	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





Rider B



If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Securities
that were acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.