EX-10.5



 




EXHIBIT
10.5





EXECUTION COPY




HSBC Private Label Credit Card Master Note Trust (USA) I

Series 2002-1




AMENDMENT NO. 1 TO SERIES 2002-1 INDENTURE SUPPLEMENT




          AMENDMENT NO. 1, dated as of August 11, 2006 (“Amendment”), between WILMINGTON TRUST
COMPANY, not in its individual capacity, but solely as Owner Trustee of the HSBC PRIVATE LABEL
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 U.S. BANK NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity, but solely as the Indenture
Trustee, Paying Agent and the Securities Intermediary, to the Series 2002-1 Indenture Supplement
dated as of March 28, 2002 by and between such parties ( the “Indenture Supplement”) under
the Amended and Restated Master Indenture, dated as of August 11, 2006 (the “Indenture”,
and together with the Indenture Supplement, the “Agreement”).




          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:




          Section 1. Amendment to Section 2.01 (“Definitions”).




          (a) The definitions of “Administration Fee” and “Monthly Administration Fee” are
each hereby deleted in their entirety.




          (b) The definition of “Eligible Investments” is hereby amended by adding the following to the
end of the definition:





     “and (c) investments in notes issued by HSBC Finance Corporation (i) shall not
qualify as Eligible Investments for the Principal Funding Account the Reserve Account or
the Special Funding Account unless rated “A-1+” by S&P, and (ii) shall not qualify as
Eligible Investments for the Collection Account in an amount in excess of 20% of the
Outstanding Amount of the Notes.”



          Section 2. Amendment to Section 4.04 (“Application of Available Funds on Deposit in
the Collection Account”). Sections 4.04(a)(iv)(B) and 4.04(a)(ix) of the Indenture Supplement
is hereby deleted in its entirety.




          Section 3. Confirmation of Subordination of Payment of Servicing Fee. Notwithstanding
Section 5.05(b) of the Indenture, as long as Series 2002-1 remains outstanding, the Servicer agrees
to subordinate its right of payment of the Servicing Fee pursuant to Section 5.05(b) SECOND of the
Indenture to the payments to be made to the Holders of the Notes of Series 2002-1 pursuant to
Section 5.05(b) THIRD and FOURTH of the Indenture to the Holders of the Notes of Series 2002-1.




 









 








          Section 4. Counterparts. This Amendment to the Indenture Supplement may be executed
in several counterparts, each of which shall be deemed an original hereof and all of which, when
taken together, shall constitute one and the same Amendment to the Indenture Supplement.




          Section 5. Ratification of Indenture Supplement. Except as provided herein, all
provisions, terms and conditions of the Indenture Supplement shall remain in full force and effect.
As amended hereby, the Indenture Supplement is ratified and confirmed in all respects.




          Section 6. Authorization. The Owner Trustee is hereby directed by HSBC Funding (USA)
Inc. V to execute and deliver this Amendment on behalf of the Trust. HSBC Funding (USA) Inc. V
hereby certifies to the Owner Trustee that all conditions precedent to the Owner Trustee’s
execution and delivery of this Amendment have been satisfied.




          Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.




[Remainder Of Page Intentionally Left Blank]




2









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth
on the first page hereof.




	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its individual
capacity, but solely as Owner Trustee of the HSBC
PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST (USA) I
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Rachel L. Simpson
	 

	 	 	 	 
	 

	 	 	 	Name: Rachel L. Simpson
	 

	 	 	 	Title: Sr. Financial Services Officer
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL
ASSOCIATION,

as Indenture Trustee, 

Paying Agent and Securities
Intermediary
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Patricia M. Child
	 

	 	 	 	 
	 

	 	 	 	Name: Patricia M. Child
	 

	 	 	 	Title: Vice President






          The undersigned hereby consent to this




Amendment as of the date hereof.




	 	 	 	 	 
	HSBC FUNDING (USA) INC. V,
as Transferor	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven H. Smith
 

Name: Steven H. Smith
	 	 
	 

	 	Title: Vice President and Assistant Treasurer	 	 
	 
	 	 	 	 
	HSBC FINANCE CORPORATION,

as Servicer	 	 
	 
	 	 	 	 
	By:

	 	/s/ William H. Kessler
 

Name: William H. Kessler
	 	 
	 

	 	Title: Senior Vice President – Treasurer	 	 





Signature
Page to Amendment No. 1 to Series 2002-1 Indenture Supplement