Exhibit 4.18
HSBC USA INC.
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Original Trustee
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
Series Trustee
____________________
THIRD SUPPLEMENTAL
INDENTURE
Dated as of August 15,
2008
To
INDENTURE
Dated as of March 31,
2006
____________________
Senior Debt Securities
THIRD SUPPLEMENTAL INDENTURE, dated
as of August 15, 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 $250,000,000 aggregate principal amount of Floating Rate Notes
due August 13, 2010, to be originally issued on August 15, 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 Third 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 Third 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 Third Supplemental Indenture have been
complied with;
WHEREAS, the entering into this
Third 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 Third 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
Third Supplemental Indenture, the Company hereby appoints the
Series Trustee as Trustee under the Indenture with respect to, and
only with respect to, the Notes. Pursuant to the Indenture, all the
rights, powers, trusts and duties of the Trustee under the
Indenture shall be vested in the Series Trustee with respect to the
Notes and there
