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Exhibit 4.1
HSBC Credit Card Master Note Trust (USA) I
Series 2006-1
AMENDMENT NO. 1 TO SERIES 2006-1 INDENTURE SUPPLEMENT
AMENDMENT NO. 1, dated as of December 15, 2008 ("
Amendment "), between WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as Owner Trustee of the HSBC CREDIT
CARD MASTER NOTE TRUST (USA) I, a common law trust existing under
the laws of the State of Delaware (herein, the " Issuer " or
the " Trust "), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity, but
solely as the Indenture Trustee and the Securities Intermediary, to
the Series 2006-1 Indenture Supplement dated as of September 15,
2006 by and between such parties ( the " Indenture
Supplement ") under the Second Amended and Restated Master
Indenture, dated as of June 30, 2006 (the " Indenture ", and
together with the Indenture Supplement, the " Agreement
").
WHEREAS, Section 10.01(a) of the Indenture permits amendment of
the Indenture Supplement upon the terms and conditions specified
therein;
WHEREAS, the Issuer and the Indenture Trustee wish to amend the
Indenture Supplement.
NOW, THEREFORE, the Issuer and the Indenture Trustee agree that
the Indenture Supplement is hereby amended effective as of the date
hereof as follows:
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Section 1.
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Amendment to Section 2.01
("Definitions") .
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(a)
The
definition of "Fixed Investor Percentage" is hereby deleted and
replaced with the following:
" Fixed Investor Percentage " shall mean, with respect to
any Due Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, (a) the numerator of which is the
Adjusted Invested Amount as of the close of business on the last
day of the Revolving Period, together with any supplemental amount
designated by the Transferor as a supplemental O/C amount after the
close of business on the last day of the Revolving Period and (b)
the denominator of which is the Adjusted Pool One Principal
Balance.
(b) The
definition of "Invested Amount" is hereby deleted and replaced with
the following:
" Invested Amount " shall mean, as of any date of
determination, an amount equal to the Initial Principal Amount of
the Series 2006-1 Notes and the Initial O/C Amount, together with
any supplemental amount designated by the Transferor as a
supplemental O/C amount, minus (a) the amount of principal
previously paid to the Series 2006-1 Noteholders with respect to
the Class A Notes and the Class B Notes (including the principal
amount of any Notes purchased by the Transferor) and any reduction
in the O/C Amount pursuant to Section 4.04(b) or (c), and (b) the
amount of
unreimbursed Investor Charge-offs and
unreimbursed Subordinated Principal Collections (such amount shall
be a net amount after giving effect to Section
4.04(a)(v)).
(c) The
definition of "Monthly Subordination Amount" is hereby deleted and
replaced with the following:
" Monthly Subordination Amount " shall mean, with respect
to any Due Period, an amount equal to the sum of:
(a) the
lower of (i) the excess of the amounts distributable pursuant to
Section 4.04(a)(i) over the Available Investor Finance Charge and
Administrative Collections and Excess Finance Charge and
Administrative Collections allocated with respect thereto pursuant
to Section 4.04(a)(i), and (ii) (1) the product of (I) a
percentage, the numerator of which is the Class B Note Initial
Principal Balance plus the Initial O/C Amount together with any
supplemental amount designated by the Transferor as a supplemental
O/C amount and the denominator of which is the Initial Invested
Amount together with any supplemental amount designated by the
Transferor as a supplemental O/C amount and (II) the Initial
Invested Amount, together with any supple
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