Exhibit 4.17


 


LIMITED LIABILITY COMPANY AGREEMENT


 


OF


 


CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC
III


 


This LIMITED
LIABILITY COMPANY AGREEMENT (this “Agreement”) of Credit Suisse Group Capital
(Delaware) LLC III is entered into by Credit Suisse Group, a company
incorporated under the laws of Switzerland (the “Member”).


 


The Member, by
execution of this Agreement, hereby forms a limited liability company pursuant
to and in accordance with the Delaware Limited Liability Company Act (6 Del.C.
§18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees
as follows:


 


1.             Name.  The name of the limited liability company
formed hereby is Credit Suisse Group Capital (Delaware) LLC III (the “Company”).


 


2.             Certificates.  James G. Leyden, Jr., as an authorized person
within the meaning of the Act, shall execute, deliver and file the Certificate
of Formation with the Secretary of State of the State of Delaware.  Upon the filing of the Certificate of
Formation with the Secretary of State of the State of Delaware, his powers as
an authorized person shall cease and the Member shall thereafter be designated
as an authorized person within the meaning of the Act.  The Member or an Officer (as defined below)
shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do
business in a jurisdiction in which the Company may wish to conduct business.


 


3.             Purpose.  The Company is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company is, engaging in any lawful act or activity for which limited liability
companies may be formed under the Act.


 


4.             Powers.


 


(a)            In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the Company shall have the
power and is hereby authorized to:


 


(i)             acquire by purchase, lease,
contribution of property or otherwise, own, hold, sell, convey, transfer or
dispose of any real or personal property which may be necessary, convenient or
incidental to the accomplishment of the purpose of the Company;


 


(ii)           act as a trustee, executor, nominee,
bailee, director, officer, agent or in some other fiduciary capacity for any
person or entity and to exercise all of the powers, duties, rights and
responsibilities associated therewith;


 


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(iii)          take any and all actions necessary,
convenient or appropriate as trustee, executor, nominee, bailee, director,
officer, agent or other fiduciary, including the granting or approval of
waivers, consents or amendments of rights or powers relating thereto and the
execution of appropriate documents to evidence such waivers, consents or
amendments;


 


(iv)          operate, purchase, maintain, finance,
improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise
dispose of any real or personal property which may be necessary, convenient or
incidental to the accomplishment of the purposes of the Company;


 


(v)           borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of the Company, and
secure the same by mortgage, pledge or other lien on the assets of the Company;


 


(vi)          invest any funds of the Company
pending distribution or payment of the same pursuant to the provisions of this
Agreement;


 


(vii)         prepay in whole or in part, refinance,
recast, increase, modify or extend any indebtedness of the Company and, in
connection therewith, execute any extensions, renewals or modifications of any
mortgage or security agreement securing such indebtedness;


 


(viii)        enter into, perform and carry out
contracts of any kind, including, without limitation, contracts with any person
or entity affiliated with the Member, necessary to, in connection with,
convenient to, or incidental to the accomplishment of the purposes of the
Company;


 


(ix)           employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants and pay reasonable
compensation for such services;


 


(x)            enter into partnerships, limited
liability companies, trusts, associations, corporations or other ventures with
other persons or entities in furtherance of the purposes of the Company; and


 


(xi)           do such other things and engage in
such other activities related to the foregoing as may be necessary, convenient
or incidental to the conduct of the business of the Company, and have and
exercise all of the powers and rights conferred upon limited liability
companies formed pursuant to the Act.


 


(b)          Notwithstanding anything in this
Agreement to the contrary, without the need for consent of the Member or any
Officer, the Company has the power and authority to and is hereby authorized
to:


 


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(i)            issue preferred limited liability
company interests in the Company (the “Company Preferred Securities”) and
invest such proceeds in subordinated notes or other eligible investments issued
by the Member or one of its branches or subsidiaries;


 


(ii)           issue common limited liability company
interests in the Company (the “Company Common Securities”); and


 


(iii)          issue a prospectus pursuant to which
the securities listed in (i) may be offered, and negotiate and execute an
underwriting agreement pursuant to which the securities listed in (i) may be
distributed; and the Member, acting alone, or any two Officers, acting jointly,
may, on behalf of the Company, execute and deliver, and cause the Company (A)
to perform its obligations under, (B) to satisfy any conditions required to be
satisfied by the Company as a condition precedent to the effectiveness of, and
(C) to take such other actions as such Member, acting alone, or such Officers,
acting jointly, may deem appropriate with respect to, such documents.


 


(c)           Notwithstanding any other provision
of this Agreement, the Member, acting alone, and any two Officers, acting
jointly, are authorized to execute and deliver any document on behalf of the
Company without any vote or consent of any other person or entity.


 


5.             Admission of Securityholders.  Upon the execution of this Agreement, the
Member is deemed admitted as a member of the Company and shall become and be
designated as, automatically and without any further act on the part of any
person or entity being necessary, the holder (the “Common Securityholder”) of
the Company Common Securities.  Without
execution of this Agreement, upon the payment to the Company for the Company
Preferred Securities being acquired by a person or entity in connection with
the issuance of the Company Preferred Securities pursuant to the terms of an
underwriting agreement among the Company, the Member and one or more
underwriters or initial purchasers, which action shall be deemed to constitute
a request by such person or entity that the books and records of the Company
reflect its admission as a holder (a “Preferred Securityholder”) of Company
Preferred Securities, such person or entity shall thereupon be admitted to the
Company as a Preferred Securityholder and shall be bound by all the terms and
conditions hereof and of the Company Preferred Securities.


 


6.             Company Common Securities.


 


(a)           The Member, as the initial Common
Securityholder, shall be deemed to have been issued 100 Company Common
Securities upon its designation as the Common Securityholder pursuant to
Section 5 of this Agreement.  Upon issuance
as provided in this Agreement, the Company Common Securities so issued shall be
deemed duly authorized, validly issued, fully paid and nonassessable.


 


(b)           Company Common Securities shall not
be evidenced by any certificate or other written instrument, but shall only be
evidenced by this Agreement.


 


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7.             General Provisions Regarding
Company Preferred Securities.  There is
hereby authorized for issuance and sale Company Preferred Securities having an
aggregate initial liquidation preference not to exceed $15,000,000,000.  The specific designation, dividend rate,
liquidation preference, redemption terms, voting rights, exchange limitations
and other powers, preferences and special rights and limitations of the Company
Preferred Securities shall be set forth in an amendment to this Agreement.  Upon issuance as provided in this Agreement,
the Company Preferred Securities so issued shall be deemed duly authorized,
validly issued, fully paid and nonassessable. 
Subject to the express provisions of this Agreement, the Company shall
have authority to fix the terms of the Company Preferred Securities that may be
issued by the Company by an amendment to this Agreement that shall set forth
the terms of such securities including, without limitation, the following: (1)
the specific designation of the Company Preferred Securities; (2) the number or
liquidation preference of Company Preferred Securities; (3) the dividend rate
or rates, or method of its calculation, the date or dates on which the Company
will pay dividends and the record date for any dividends on the Company
Preferred Securities; (4) the amount or amounts that the Company will pay out
of its assets to the holders of the Company Preferred Securities upon the
Company’s liquidation; (5) the obligation or option, if any, of the Company to
purchase or redeem the Company Preferred Securities and the price or prices (or
formula for determining the price) at which, the period or periods within
which, and the terms and conditions upon which the Company will or may purchase
or redeem Company Preferred Securities, in whole or in part, pursuant to the
obligation or option; (6) the voting rights, if any, of the Company Preferred
Securities and Company Common Securities, including any vote required to amend
this Agreement; (7) the criteria for determining whether and to what extent the
Company will be required to pay dividends on the Company Preferred Securities
or will be prohibited from paying dividends on the Company Preferred Securities;
(8) terms for any optional or mandatory conversion or exchange of Company
Preferred Securities into other securities, including shares of the Member; (9)
whether and to what extent the Company will be required to pay any additional
amounts in respect of withholding taxes; (10) the right, if any, of the Company
to change the dividend preference of the Company Preferred Securities; and (11)
any other relative rights, preferences, privileges, limitations or restrictions
of the Company Preferred Securities not inconsistent with this Agreement or
applicable law.  Unless otherwise
provided in an amendment to this Agreement, the Company Preferred Securities
shall be perpetual and non-cumulative. 
The Company Preferred Securities shall be issued in registered form
only.  The form of certificate evidencing
the Company Preferred Securities, if any, will be set forth in an amendment to
this Agreement.


 


8.             Principal Business Office.  The principal business office of the Company
shall be located at such location as may hereafter be determined by the Member.


 


9.             Registered Office.  The address of the registered office of the
Company in the State of Delaware is c/o RL&F Service Corp., One Rodney
Square, 10th Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware
19801.


 


10.           Registered Agent.  The name and address of the registered agent
of the Company for service of process on the Company in the State of Delaware
is RL&F Service


 


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Corp., One Rodney Square, 10th
Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware 19801.


 


11.           Members.  The name and the mailing address of the
Member is set forth in the records of the Company.


 


12.           Limited Liability.  Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of
the Company, and the Member shall not be obligated personally for any such
debt, obligation or liability of the Company solely by reason of being a member
of the Company.


 


13.           Capital Contributions.  The Member will contribute $100.00 to the
Company.


 


14.           Additional Contributions.  The Member is not required to make any
additional capital contribution to the Company. 
However, a member of the Company may make additional capital
contributions to the Company with the written consent of the Member.


 


15.           Allocation of Profits and
Losses.  The Company’s profits and losses
shall be allocated to the Member.


 


16.           Distributions.  Distributions shall be made to the Member at
the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary
contained in this Agreement, the Company shall not make a distribution to a
member of the Company on account of its interest in the Company if such
distribution would violate Section 18-607 of the Act or other applicable law.


 


17.           Management.  In accordance with Section 18-402 of the Act,
management of the Company shall be vested in the Member.  The Member shall have the power to do any and
all acts necessary, convenient or incidental to or for the furtherance of the
purposes described herein, including all powers, statutory or otherwise,
possessed by members of a limited liability company under the laws of the State
of Delaware.  The Member has the
authority to bind the Company.


 


18.           Officers.  The Member may, from time to time as it deems
advisable, appoint officers of the Company (the “Officers”) and assign in
writing titles (including, without limitation, President, Vice President,
Secretary, and Treasurer) to any such person. 
Unless the Member decides otherwise, if the title is one commonly used
for officers of a business corporation formed under the Delaware General
Corporation Law, the assignment of such title shall constitute the delegation
to such person of the authorities and duties that are normally associated with
that office.  Any delegation pursuant to
this Section 18 may be revoked at any time by the Member.  The Member hereby appoints Moez Jamal as the
Chief Executive Officer and President of the Company, Anthony L. Le Conte as
the Secretary and an officer of the


 


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Company, Mark A. Hoyow as an
officer of the Company, Kim Fox-Moertl as an officer of the Company, and
Annette Hunter as an officer of the Company.


 


19.           Other Business.  Notwithstanding any duty otherwise existing
at law or in equity, the Member may engage in or possess an interest in other
business ventures (unconnected with the Company) of every kind and description,
independently or with others, and the Company shall not have any rights in or
to such independent ventures or the income or profits therefrom by virtue of
this Agreement.


 


20.           Exculpation and Indemnification.  No member of the Company or Officer shall be
liable to the Company, or any other person or entity who is bound by this
Agreement, for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such member of the Company or Officer in good
faith on behalf of the Company and in a manner reasonably believed to be within
the scope of the authority conferred on such member or Officer by this
Agreement, except that a member of the Company or Officer shall be liable for any
such loss, damage or claim incurred by reason of such member’s or Officer’s
willful misconduct.  To the fullest
extent permitted by applicable law, a member of the Company or Officer shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such member or Officer by reason of any act or omission performed
or omitted by such member or Officer in good faith on behalf of the Company and
in a manner reasonably believed to be within the scope of the authority
conferred on such member or Officer by this Agreement, except that no member of
the Company or Officer shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such member or Officer by reason of willful
misconduct with respect to such acts or omissions; provided, however, that any
indemnity under this Section 20 shall be provided out of and to the extent of
Company assets only, and no member of the Company shall have personal liability
on account thereof.


 


21.           Assignments.  A member of the Company may assign in whole
or in part its limited liability company interest with the written consent of
the Member.  If a member of the Company
transfers all of its interest in the Company pursuant to this Section, the
transferee shall be admitted to the Company upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement.  Such admission shall be
deemed effective immediately prior to the transfer, and, immediately following
such admission, the transferor member shall cease to be a member of the
Company.


 


22.           Resignation.  A member of the Company may resign from the
Company with the written consent of the Member. 
If a member of the Company is permitted to resign pursuant to this Section,
an additional member shall be admitted to the Company, subject to Section 23,
upon its execution of an instrument signifying its agreement to be bound by the
terms and conditions of this Agreement. 
Such admission shall be deemed effective immediately prior to the
resignation, and, immediately following such admission, the resigning member
shall cease to be a member of the Company.


 


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23.           Admission of Additional Members.  One (1) or more additional members of the Company
may be admitted to the Company with the written consent of the Member.


 


24.           Dissolution.


 


(a)           The Company shall dissolve, and its
affairs shall be wound up upon the first to occur of the following:  (i) the written consent of the Member, (ii)
the retirement, resignation or dissolution of the last remaining member of the
Company or the occurrence of any other event which terminates the continued
membership of such member in the Company unless the business of the Company is
continued in a manner permitted by the Act, or (iii) the entry of a decree of
judicial dissolution under Section 18-802 of the Act.


 


(b)           The bankruptcy of the Member will not
cause the Member to cease to be a member of the Company and upon the occurrence
of such an event, the business of the Company shall continue without
dissolution.


 


(c)           In the event of dissolution, the
Company shall conduct only such activities as are necessary to wind up its
affairs (including the sale of the assets of the Company in an orderly manner),
and the assets of the Company shall be applied in the manner, and in the order
of priority, set forth in Section 18-804 of the Act.


 


25.           Separability of Provisions.  Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.


 


26.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original of this Agreement.


 


27.           Entire Agreement.  This Agreement constitutes the entire
agreement of the Member with respect to the subject matter hereof.


 


28.           Governing Law.  This Agreement shall be governed by, and
construed under, the laws of the State of Delaware (without regard to conflict
of laws principles), all rights and remedies being governed by said laws.


 


29.           Amendments.  This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Member.


 


IN WITNESS WHEREOF, the
undersigned, intending to be legally bound hereby, has duly executed this Agreement
as of the 24th day of March, 2006. 
Pursuant to Section 18-201(d) of the Act, this Agreement shall be
effective as of March 24, 2006.


 


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  CREDIT SUISSE GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARTIN TAUFER

  
	
   

  	
   

  	
  Name: Martin Taufer

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHRISTIAN SCHMID

  
	
   

  	
   

  	
  Name: Christian Schmid

  
	
   

  	
   

  	
  Title: Director

  



 


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