HSBC USA INC. DISTRIBUTION AGREEMENTDistribution Agreement • March 22nd, 2012 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC USA Inc., a Maryland corporation (the “Company”), confirms its agreement with you and any other agent who may become a party to this Distribution Agreement after the date hereof (each an “Agent” and collectively the “Agents”) with respect to the issue and sale by the Company of certain securities under the Registration Statement identified below (collectively, the “Securities”). Securities constituting part of a series of senior debt securities will be issued under the Indenture dated as of March 31, 2009, as amended, modified or supplemented from time to time (the “Indenture”) between the Company and Wells Fargo Bank, National Association (the “Trustee”), or any subsequent indenture between the Company and the Trustee, or any subsequent trustee, under which such Securities may be issued. The terms and conditions of certain other Securities under the Registration Statement will be set forth in separate agreements executed in connection with their issuance (such separate agreements
HSBC USA INC. SENIOR DEBT SECURITIES DISTRIBUTION AGREEMENTDistribution Agreement • March 22nd, 2012 • HSBC Usa Inc /Md/ • National commercial banks • New York
These Administrative Procedures will govern the offering, sale and repurchase of ELEMENTS Book-Entry Notes (“ELEMENTS”) on a continuous basis by HSBC USA Inc. (the “Issuer”) pursuant to the Distribution Agreement dated March 22, 2012 (the “Distribution Agreement”) among the Issuer and the agents party thereto. Each issue of ELEMENTS will be part of the Issuer’s Medium-Term Notes. For the initial offering of each issue of ELEMENTS, such agents as are named in the Terms Agreement for such offering will act as agents of the Issuer (the “ELEMENTS Agents”).
HSBC USA INC. Underwriting AgreementUnderwriting Agreement • March 22nd, 2012 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC USA Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) the securities (the “Securities”) specified in Schedule II hereto. HSBC Securities (USA) Inc. is acting as representative of the Underwriters (the “Representative”). The obligations of the Underwriters under this Agreement shall be several and not joint.
HSBC USA INC. Underwriting AgreementUnderwriting Agreement • March 22nd, 2012 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC USA Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) the securities (the “Securities”) specified in Schedule II hereto. HSBC Securities (USA) Inc. is acting as representative of the Underwriters (the “Representative”) for whom HSBC Securities (USA) Inc. is acting as representative of the Underwriters (the “Representative”), and aggregate of [________] Depositary Shares (the ‘Firm Depositary Shares”, each representing [_____] of a share of the Company’s [__________] Preferred Stock, Series [____], with a stated value of $[___] per share and a liquidation preference of $[____] per share (the “Preferred Shares”). [In addition to the purchase of the Firm Depositary Shares, subject to the terms and conditions hereof, the Company proposes to grant the Underwriters an option to purchase up to [_________] additional Depositary Shares (the “Optiona
FIRST SUPPLEMENTAL INDENTURE dated as of March 22, 2012First Supplemental Indenture • March 22nd, 2012 • HSBC Usa Inc /Md/ • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 22, 2012 between HSBC USA INC., a Maryland corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
HSBC USA INC. REGISTERED NOTE PROGRAM PAYING AGENT AND SECURITIES REGISTRAR AGREEMENT BETWEEN HSBC USA INC. AND HSBC BANK USA, N.A. DATED AS OF JUNE 1, 2009Paying Agent and Securities Registrar Agreement • March 22nd, 2012 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC Securities (USA) Inc., a Delaware corporation may offer notes (“Notes”) sold under a registration statement and issued by HSBC USA Inc., a Maryland corporation (the “Issuer”) under and pursuant to, the terms of an indenture (the “Indenture”) dated as of March 31, 2009, between the Issuer and Wells Fargo Bank, National Association (in such capacity, the “Trustee”).
