EXHIBIT 4.16
EXECUTION
COPY
HSBC USA INC.
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Original Trustee
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Series Trustee
____________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 21, 2008
To
INDENTURE
Dated as of March 31, 2006
____________________
Senior Debt Securities
FIRST SUPPLEMENTAL INDENTURE, dated as of April 21,
2008, among HSBC USA Inc., a Maryland corporation (the
“ Company ”), Deutsche Bank Trust Company Americas, as Trustee (the
“ Original Trustee
”), and Wells Fargo Bank, National
Association, as trustee with respect to the Notes (as hereinafter
defined) (the “ Series
Trustee ”).
W I T N E S S E T H:
WHEREAS, the Company and the Original Trustee
executed and delivered an Indenture, dated as of March 31, 2006
(the “ Indenture
”), to provide for the issuance by the Company
from time to time of senior debt securities evidencing its
indebtedness, to be issued in one or more series as provided in the
Indenture;
WHEREAS, pursuant to Board Resolutions, the Company
has authorized the creation and issuance of the $1,500,000,000
principal amount of Floating Rate Extendible Notes under the
Indenture, originally issued on April 21, 2008 (collectively, the
“ Notes ”);
WHEREAS, pursuant to the Board Resolution
authorizing the issuance of the Notes, Wells Fargo Bank, National
Association has been designated as the Trustee under the Indenture
in respect of the Notes;
WHEREAS, Section 1101 of the Indenture provides
that, without the consent of the Holders, the Company, when
authorized by a Board Resolution, may enter into a supplemental
indenture with the Original Trustee (i) to evidence and provide for
the acceptance of appointment thereunder by a successor Trustee
with respect to one or more series of Debt Securities and to add to
or change any of the provisions of the Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts thereunder by more than one Trustee, pursuant to the
requirements of Section 611 of the Indenture, or (ii) to make any
other provisions with respect to matters or questions arising under
the Indenture, provided that such action shall not adversely affect
the interests of the Holders of Outstanding Debt Securities of any
series created prior to the execution of this supplemental
indenture in any material respect;
WHEREAS, the Company has requested that the Original
Trustee enter into this First Supplemental Indenture in connection
with the Company’s appointing the Series Trustee with all the
rights, powers, trusts and duties of the Original Trustee with
respect to, and only with respect to, the Notes and for the purpose
of supplementing and amending the Indenture pursuant to Section
1101 thereof to permit such appointment;
WHEREAS, the Company has determined that this First
Supplemental Indenture is authorized or permitted by Sections 1101
and 611 of the Indenture and has delivered to the Original Trustee
and the Series Trustee an Opinion of Counsel to that effect and an
Opinion of Counsel and an Officers’ Certificate pursuant to
Section 102 of the Indenture to the effect that all conditions
precedent provided for in the Indenture to the Original
Trustee’s and the Series Trustee’s execution and
delivery of this First Supplemental Indenture have been complied
with;
WHEREAS, the entering into this First Supplemental
Indenture by the parties hereto is in all respects authorized by
the provisions of the Indenture; and
WHEREAS, all things necessary to make this First
Supplemental Indenture a valid indenture and agreement according to
its terms have been done.
NOW, THEREFORE, the Company, the Original Trustee
and the Series Trustee agree as follows:
ARTICLE 1
APPOINTMENT OF AND ACCEPTANCE
BY SERIES TRUSTEE
Section 1.1. Appointment of
Series Trustee. Pursuant to the Indenture
and pursuant to this First Supplemental Indenture, the Company
hereby appoints the Series Trustee as Trustee under the Indenture
with respect to, and on
