Exhibit 9
AGREEMENT
This Agreement dated June 30, 1999 (the "Agreement"), is between Xxxxxx,
Inc., a Delaware corporation ("Xxxxxx") and Xxxxxx Trust, a New York trust
("Trust").
WHEREAS, Xxxxxx is the owner of the following securities issued by Bank of
America Auto Owner Trust 1999-A:
$2,750,000,000 initial principal balance of the 5.305% Class A-1
Asset-Backed Notes;
$2,904,000,000 initial principal balance of the 5.854% Class A-2
Asset-Backed Notes,
$2,410,000,000 initial principal balance of the 6.410% Class A-3
Asset-Backed Notes,
$508,231,929 initial principal balance of the 6.540% Class A-4
Asset-Backed Notes (collectively, the "NOTES"),
$385,168,206 initial principal balance of 6.930% Class B
Asset-Backed Certificates (the "CERTIFICATE"); and
the Residual Certificate (the Notes, Certificate and Residual
Certificate, collectively, the "SECURITIES"); and
WHEREAS, Xxxxxx desires to contribute the Securities to the Trust in
exchange for 9,000,000 Units of the Trust, representing 100% of the undivided
fractional interests in the Trust;
NOW, THEREFORE, in consideration of the premises herein, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Capitalized terms used in this Agreement and not otherwise
defined have the same meanings assigned to such terms in the Trust Indenture and
Agreement dated June 30, 1999 among NationsBank, N.A., as trustee, Xxxxxx, as
depositor, and NationsBank, N.A., in its individual capacity.
Section 2. Xxxxxx hereby conveys free and clear fee title to the
Securities to the Trust, free and clear of all liens, encumbrances and any other
interests.
Section 3. Xxxxxx represents that it is acquiring the Units for investment
purposes and not with a view to sale or public distribution.
Section 4. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: President
XXXXXX TRUST
By: NationsBank, N.A., Trustee
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
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