Exhibit 4.2
HSBC Credit Card Master Note Trust (USA)
I
Series 2007-1
AMENDMENT NO. 1 TO SERIES 2007-1
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 2007-1 Indenture Supplement dated as of July 31, 2007 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 2007-1 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 2007-1
Noteholders with respect to the Class A Notes and the Class B Notes
(including the principal amount of any Notes purchased by the
Transferor after the Closing Date) 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
