HSBC USA INC. AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • March 5th, 2015 • 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 AMENDED AND RESTATED DISTRIBUTION AGREEMENT March 5, 2015Distribution Agreement • March 5th, 2015 • HSBC Usa Inc /Md/ • National commercial banks • New York
This Agreement shall be governed by the laws of the State of New York without giving reference to choice of law doctrine, but giving effect to Sections 5-1401 and 5-1402 of the General Obligations Law of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.
HSBC USA INC. Underwriting AgreementUnderwriting Agreement • March 5th, 2015 • 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”), for whom you (the “Representative”) are acting as representative, an 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 “Optional Depositary Shares”). The Firm Depositary Shares and any Optional Depositary Shares purchased by the Underwriters are referred to herein as the “Depositary Shares.” The Depositary Shares and the Preferred Shares are referred to herein as the
HSBC USA INC. Underwriting AgreementUnderwriting Agreement • March 5th, 2015 • 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.
