HSBC FINANCE CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2010 • HSBC Finance Corp • Personal credit institutions • New York
HSBC Finance Corporation, a Delaware corporation (the “Company”), has made an offer to exchange the 6.676% Senior Subordinated Notes due January 15, 2021 (the “Initial Securities”) of the Company for certain of its issued and outstanding 5.5% Senior Notes due January 19, 2016, 5% Senior Notes due June 30, 2015, 5.25% Senior Notes due January 15, 2014 and 5.25% Senior Notes due April 15, 2015 (together, the “First Exchange Offer Notes” and the exchange offer for such First Exchange Offer Notes, the “First Exchange Offer”) and 7.625% Senior Notes due May 17, 2032 and 7.35% Senior Notes due November 27, 2032 (together, the “Second Exchange Offer Notes” and the exchange offer for such Second Exchange Offer Notes, the “Second Exchange Offer” and, together with the First Exchange Offer, the “Exchange Offers”) upon the terms and conditions set forth in the offering memoranda relating to the respective Exchange Offers, each dated October 28, 2010 (each, an “Offering Memorandum” and together, t
THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.HSBC Finance Corp • December 9th, 2010 • Personal credit institutions • Illinois
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO HSBC FINANCE CORPORATION OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RUL
HSBC FINANCE CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of December 3, 2010 Supplemental to Indenture Dated as of December 17, 2008 Senior Subordinated NotesFirst Supplemental Indenture • December 9th, 2010 • HSBC Finance Corp • Personal credit institutions • Illinois
FIRST SUPPLEMENTAL INDENTURE, dated as of the 3rd day of December, 2010 (hereinafter called the “First Supplemental Indenture”), between HSBC FINANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (hereinafter sometimes called the “Trustee”), as Trustee under the indenture of the Company, dated as of December 17, 2008 (such indenture is hereinafter called the “Indenture”).
