Exhibit
4.1


 


HSBC USA INC.



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,



Original Trustee



and



WELLS FARGO BANK, N.A.,



Series Trustee













 


SECOND SUPPLEMENTAL
INDENTURE



Dated as of November 28, 2005



To



INDENTURE

Dated as of October 24, 1996















Senior Debt Securities























 


SECOND SUPPLEMENTAL
INDENTURE, dated as of November 28, 2005, among HSBC USA Inc. (formerly
known as HSBC Americas, Inc.) , a Maryland corporation (the “Company”), Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), as Trustee (the “Original Trustee”), and Wells Fargo Bank, N.A. , as trustee with
respect to the Extendible Securities (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 October 24,
1996 (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 a Board
Resolution, the Company has authorized the creation and issuance of  a series of its debt securities under the
Indenture of $1,500,000,00 aggregate principal amount of Floating Rate
Extendible Notes to be originally issued on November 29, 2005 (the “Extendible Securities”);


 


WHEREAS, pursuant to the
Board Resolution authorizing the issuance of the Extendible Securities, Wells
Fargo Bank, N.A. has been designated as the Trustee under the Indenture in
respect of the Extendible Securities;


 


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 Second 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 Extendible Securities 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 Second 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 Second Supplemental Indenture have been complied with;


 


WHEREAS, the entering into
this Second 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 Second 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 Second Supplemental Indenture, the Company
hereby appoints the Series Trustee as Trustee under the Indenture with
respect to, and only with respect to, the Extendible Securities.  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 Extendible Securities and there
shall continue to be vested in the Original Trustee all of its rights, powers,
trusts and duties as Trustee under the Indenture with respect to all of the
series of Securities as to which it has served and continues to serve as
Trustee under the Indenture.


 


Section 1.2.  Eligibililty of Series Trustee.   The
Series Trustee hereby represents that it is qualified and eligible under
the provisions of Section 609 of the Indenture and the provisions of the
Trust Indenture Act to accept its appointment as Trustee with respect to the Extendible
Securities under the Indenture and hereby accepts the appointment as such
Trustee.


 


Section 1.3.  Security Registrar and Paying
Agent.  Pursuant to the
Indenture, the Company hereby appoints HSBC Bank USA, N.A. as “Security
Registrar” and “Paying Agent” with respect to the Extendible Securities.


 


ARTICLE 2



MISCELLANEOUS


 


Section 2.1. Definitions.  For all purposes of the
Indenture, except as otherwise expressly provided or unless the context requires
otherwise a term defined in the Indenture and not otherwise defined herein has
the same meaning when used in this Second Supplemental Indenture.


 


Section 2.2. Confirmation of Indenture. The
Indenture, as supplemented and amended by this Second Supplemental Indenture,
is in all respects ratified and confirmed, and this Second Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.


 


Section 2.3. Concerning the Trustees.  Neither the Original Trustee nor the Series Trustee assumes
any duties, responsibilities or liabilities by reason of this Second Supplemental
Indenture other than as set forth in the Indenture and, in carrying out its
responsibilities hereunder, each shall have all of the rights, powers,
privileges, protections and immunities which it possesses under the Indenture.  The Original Trustee shall have no liability
for any acts or omissions of the Series Trustee and the Series Trustee
shall have no liability for any acts or omissions of the Original Trustee.


 


Section 2.4. Governing Law. This Second Supplemental
Indenture shall be deemed to be a contract made and to be performed entirely in
the State of New York, and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York.


 


Section 2.5. Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.


 


2





















 


 IN WITNESS WHEREOF,
this Second Supplemental Indenture has been duly executed by the Company and
the Trustees as of the day and year first written above.


 


	
   

  	
  HSBC USA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL DOHERTY

  	
   

  
	
   

  	
   

  	
  Name: Michael Doherty

  	
   

  
	
   

  	
   

  	
  Title: Sr. Vice President

  Acco/Treasury

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  /s/ PAMELA PICKEL

  	
   

  	
   

  
	
  Pamela Pickel, Asst. Corporate Secretary

  	
   

  
	
   

  	
   

  
	
  SEAL

  	
   

  
					



 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as Original Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WANDA CAMACHO

  	
   

  
	
   

  	
   

  	
  Name: Wanda Camacho

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  /s/ RICHARD L. BUCKWALTER

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SEAL

  	
   

  
					



 


 


	
   

  	
  WELLS FARGO BANK, N.A.,

  as Series Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT L. REYNOLDS

  	
   

  
	
   

  	
   

  	
  Name: Robert L. Reynolds

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  /s/ NEDINE A. PELUSO

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SEAL

  	
   

  
					



 


3





















 


	
  STATE OF NEW YORK,

  	
  )

  	
   

  
	
  COUNTY OF ERIE

  	
  )

  	
  ss:

  



 


 


On the 21st day
of November, 2005, before me personally came Michael Doherty, to me know, who,
being by me duly sworn, did depose and say that he is the Senior Vice
President, Acco/Treasury, of HSBC USA Inc. one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that is was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


 


 


	
   

  	
  /s/ HELEN KUJAWA

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


 


	
  STATE OF NEW YORK,

  	
  )

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
  ss:

  



 


 


On the 22nd
day of November, 2005, before me personally came Wanda Camacho,
to me know, who, being by me duly sworn, did depose and say that she is the Vice
President of Deutsche Bank Trust Company Americas, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that is was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.


 


 


	
   

  	
  /s/ ANNIE JAGHATSPAYAN

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


 


	
  STATE OF NEW YORK,

  	
  )

  	
   

  
	
  COUNTY OF MIDDLESEX

  	
  )

  	
  ss:

  



 


 


On the 22nd
day of November, 2005, before me personally came ) Robert L. Reynolds,
to me know, who, being by me duly sworn, did depose and say that he is the Vice
President of Wells Fargo Bank, N.A., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that is was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


 


	
   

  	
  /s/ WILLIAM KOTKOSKY

  	
   

  
	
   

  	
  Notary Public