Nineteenth Supplemental Indenture



 Exhibit 4.2 

 
  
 NINETEENTH SUPPLEMENTAL INDENTURE 
 BETWEEN 

BANK OF AMERICA CORPORATION 
 AND 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

DATED AS OF JANUARY 12, 2012 
 Supplement to Restated Junior Subordinated Debt Securities Indenture dated as of 

November 1, 2001, as supplemented 
  

 







 NINETEENTH SUPPLEMENTAL INDENTURE 

THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of January 12, 2012 (the “Nineteenth Supplemental Indenture”), between
BANK OF AMERICA CORPORATION, a Delaware corporation (the “Company”), having its principal office at 100 North Tryon Street, Charlotte, North Carolina 28255, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The
Bank of New York Trust Company, N.A.), a national banking association, as successor Trustee (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS, the Company and The Bank of New York Mellon (formerly The Bank of New York), as predecessor trustee, previously entered into a Restated Junior Subordinated Debt Securities Indenture dated as of
November 1, 2001 (the “Base Indenture” and, as supplemented, the “Indenture”); 

WHEREAS, Section 9.01 of the Base Indenture provides that the Company and the Trustee may enter into indentures supplemental to the
Indenture without the consent of any holder of Securities to provide for the issuance of and establish the form and terms and conditions of any series of Securities; 
 WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Company and the Trustee entered into the Fourteenth Supplemental Indenture, dated as of February 16, 2007 (the “Fourteenth Supplemental
Indenture”), to establish the form and terms of the Company’s Remarketable Fixed Rate Junior Subordinated Notes due 2043 (the “Original Notes”); 
 WHEREAS, on February 16, 2007, the Company issued $850,100,000 in aggregate principal amount of the Original Notes to BAC Capital Trust XIV (the “Trust”), a Delaware statutory trust, in
connection with the Trust’s public offering of its securities known as Fixed to Floating Rate Preferred Hybrid Income Securities (the “Preferred HITS”); 
 WHEREAS, pursuant to Section 9.01(h) of the Base Indenture, the Company and the Trustee entered into the Seventeenth Supplemental Indenture, dated as of December 8, 2011 (the “Seventeenth
Supplemental Indenture”), to make changes that did not adversely affect the rights of any Securityholder in any material respect; 
 WHEREAS, the Original Notes are subject to Remarketing, in connection with which the Company has the right to change certain terms of the Original Notes in accordance with Article III of the Fourteenth
Supplemental Indenture; 
 WHEREAS, pursuant to Section 3.3 of the Fourteenth Supplemental Indenture, in connection with a
Remarketing that is not a Final Remarketing, if the Notes are remarketed as fixed rate notes, the Reset Rate may not exceed the Fixed Rate Reset Cap, and if the Notes are remarketed as floating rate notes, the Reset Rate may not exceed the Floating
Rate Reset Cap; 
 WHEREAS, Section 9.01(h) of the Base Indenture provides that the Company and the Trustee may enter into
indentures supplemental to the Indenture without the consent of any holder of Securities to make any change that does not adversely affect the rights of any Securityholder in any material respect; 

WHEREAS, the Company desires to enter into an indenture supplemental to the Indenture for the purpose of removing the Fixed Rate Reset
Cap and the Floating Rate Reset Cap; 
 WHEREAS, the Company has requested that the Trustee execute and deliver this Nineteenth
Supplemental Indenture; 
 WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Nineteenth
Supplemental Indenture have been satisfied; 
 WHEREAS, all things necessary to make this Nineteenth Supplemental Indenture a
valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done; 







 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed that the Indenture is supplemented and amended to the extent and for the purposes expressed herein, as follows: 

ARTICLE I 

CAPITALIZED TERMS 
 Section 1.1 Definition of Terms. 
 For purposes of this Nineteenth
Supplemental Indenture, capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, unless the context otherwise requires: 
 (a) terms defined in the Base Indenture, the Fourteenth Supplemental Indenture and the Seventeenth Supplemental Indenture have the same meaning when used in this Nineteenth Supplemental Indenture unless
otherwise specified herein; 
 (b) a term defined anywhere in this Nineteenth Supplemental Indenture has the same meaning
throughout; 
 (c) the singular includes the plural and vice versa; 

(d) a reference to a Section or Article is to a Section or Article of this Nineteenth Supplemental Indenture; and 

(e) headings are for convenience of reference only and do not affect interpretation. 

ARTICLE II 

AMENDMENTS TO THE FOURTEENTH 
 SUPPLEMENTAL INDENTURE 
 Section 2.1 Section 1.1(e) of the Fourteenth
Supplemental Indenture is hereby amended as follows: 
 (a) The current definition of “Fixed Rate Reset Cap” is
deleted in its entirety. 
 (b) The current definition of “Floating Rate Reset Cap” is deleted in its entirety.

 Section 2.2 The current Section 3.3(a) of the Fourteenth Supplemental Indenture is hereby deleted in its entirety and
replaced with the following: 
 “(a) As part of and in connection with each Remarketing, the Remarketing Agent shall
determine the Reset Rate or Reset Spread on the Notes, subject to Sections 3.3(b) through (e), pursuant to the Remarketing Agreement and in accordance with the other provisions of this Article III, that will apply to all Notes (whether or not sold
in the Remarketing) if such Remarketing is Successful for each Interest Period or portion thereof commencing on or after such Remarketing Settlement Date, subject to the following provisions and limitations: 

(i) the interest rate on the Notes may not at any time be less than 0% per annum; and 

(ii) if (A) the interest rate on the Notes is not a fixed rate or for a floating rate note the applicable index is not a
“qualified floating rate” (as defined in U.S. Treasury regulations section 1.1275-5(b)), (B) interest on the Notes is not unconditionally payable at intervals of no more than one year through the remaining term of the Notes, or
(C) the redemption price of the Notes is not their principal amount (disregarding a customary call premium that is fixed or objectively determinable based on a qualified floating rate), then the Company shall have received a written opinion of
Morrison & Foerster LLP or other nationally recognized tax counsel experienced in such matters to the effect that the discussion contained in the Prospectus under the heading “Certain U.S. Federal Income Tax Consequences” is
materially correct, taking into account all of the terms of the Notes following the Remarketing.” 







 Section 2.3 The current Section 3.4 of the Fourteenth Supplemental Indenture is hereby
deleted in its entirety and replaced with the following: 
 “Section 3.4 Early Remarketing. 

If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Dates shall be the seventh Business Day prior to
February 15, May 15, August 15 or November 15, commencing on the first such date that is at least 30 days after the occurrence of such Early Settlement Event, and concluding with the earlier to occur of the fifth such
date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause (v) of the definition of such term, (1) there shall be only one Remarketing Date and (2) if the Remarketing
conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 15, June 15, September 15 or December 15 (or if such day is not a Business Day, the
next Business Day).” 
 ARTICLE III 
 MISCELLANEOUS 
 Section 3.1 Effectiveness. 

This Nineteenth Supplemental Indenture will become effective upon its execution and delivery. 

Section 3.2 Successors and Assigns. 
 All covenants and agreements in the Base Indenture, the Fourteenth Supplemental Indenture and the Seventeenth Supplemental Indenture, as supplemented and amended by this Nineteenth Supplemental Indenture,
by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 3.3 Further Assurances.

 The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions
that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Nineteenth Supplemental Indenture. 

Section 3.4 Effect of Recitals. 
 The recitals contained herein shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Nineteenth Supplemental Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds
thereof. 
 Section 5.5 Ratification of Indenture. The Indenture, as supplemented by this Nineteenth Supplemental
Indenture, is in all respects ratified and confirmed, and this Nineteenth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. 

Section 5.6 Governing Law. This Nineteenth Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York. 
 Section 5.7 Counterparts. 

This Nineteenth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument. 







 IN WITNESS WHEREOF, the parties hereto have caused this Nineteenth Supplemental Indenture to
be duly executed as of the day and year first above written. 
  

			
	BANK OF AMERICA CORPORATION
		
	 By:
	 	 /s/ Angela C. Jones

	Name: Angela C. Jones
	Title: Senior Vice President
	
	 THE BANK OF NEW YORK MELLON TRUST
 COMPANY, N.A., as Trustee

		
	 By:
	 	 /s/ Scott M. Williams

	Name: Scott M. Williams
	Title: Senior Associate


 [SIGNATURE PAGE TO NINETEENTH SUPPLEMENTAL INDENTURE]