Exhibit
4.01


[FACE OF NOTE]


Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.


	
  REGISTERED

   

  	
  CUSIP: 
  22541FDX1

  
	
   

  	
   

  
	
  NO. 1 

  	
  PRINCIPAL AMOUNT: $ 3,258,000

  



 


	
  CREDIT SUISSE (USA),
  INC.

  Currency-Linked Securities Linked to the
  Value of a Global Currency Basket

  due
  July 20, 2007

  



 


CREDIT SUISSE (USA), INC., a Delaware corporation (the
“Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, at the office or agency of the Company in New
York, New York, the Redemption Amount (as defined on the reverse hereof) on the
Maturity Date (as defined on the reverse hereof).


Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture referred to on the reverse
hereof.


This Note will not pay
interest.



 F-1
 






 



IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed under its corporate seal.


	
   

  	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
  By:

  	
   

  	
  /s/ Peter Feeney

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Peter Feeney

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Simon Yates

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Simon Yates

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized
  Signatory

  



 


CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


Dated:  July 21,
2006


	
   

  	
   

  	
  JPMORGAN CHASE, N.A.,

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Ignazio Tamburello

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Ignazio
  Tamburello

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized
  Signatory

  



 



 F-2














 


[REVERSE OF NOTE]


CREDIT SUISSE
(USA), INC.

Currency-Linked Securities Linked to the Value of a Global Currency Basket

due July 20, 2007


This Note is one
of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a senior indenture,
dated as of June 1, 2001 (the “Indenture”), between the Company and JPMorgan
Chase Bank, as trustee (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, and the Holders of the Securities.  The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Indenture. 
This Note is one of a series designated as the Currency-Linked Securities Linked to the Value of a Global Currency
Basket due July 20, 2007 (the “Note”).


This Note will not pay interest.


This Note is payable in the manner, with the effect
and subject to the conditions provided in the Indenture.


If a payment date is not a Business Day as defined in
the Indenture at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day, and no interest shall accrue for
the intervening period.


The Indenture provides that, without prior notice to
any Holders, the Company and the Trustee may amend the Indenture and the
Securities of any series with the written consent of the Holders of a majority
in principal amount of the outstanding Securities of all series affected by
such amendment (all such series voting as one class), and the Holders of a
majority in principal amount of the outstanding Securities of all series
affected thereby (all such series voting as one class) may waive future
compliance by the Company with any provision of the Indenture or the Securities
of such series by written notice to the Trustee; provided that, without the
consent of each Holder of the Securities of each series affected thereby, an
amendment or waiver, including a waiver of past defaults, may not: (i) extend
the stated maturity of the Principal of, or any sinking fund obligation or any
installment of interest on, such Holder’s Security, or reduce the principal
amount thereof or the rate of interest thereon (including any amount in respect
of original issue discount), or any premium payable with respect thereto, or
adversely affect the rights of such Holder under any mandatory redemption or
repurchase provision or any right of redemption or repurchase at the option of
such Holder, or reduce the amount of the Principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy, or change any
place of payment where, or the currency in which, any Security of such series
or any premium or the interest thereon is payable, or impair the right to
institute suit for the 



 R-1
 






 



enforcement of any such
payment on or after the due date therefor; (ii) reduce the percentage in
principal amount of outstanding Securities of the relevant series the consent
of whose Holders is required for any such supplemental indenture, for any
waiver of compliance with certain provisions of the Indenture or certain
Defaults and their consequences provided for in the Indenture; (iii) waive a
Default in the payment of Principal of or interest on any Security of such
Holder; or (iv) modify any of the provisions of the Indenture governing
supplemental indentures with the consent of Securityholders except to increase
any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby.


The Indenture provides that, subject to certain
conditions, the Holders of at least a majority in principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the
Principal as is then accelerable) of the outstanding Securities of all series
affected (voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Security or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default with respect to the Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of the Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.


The Indenture provides that a series of Securities may
include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a Periodic Offering. 
The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the
Securities within each such tranche shall have identical terms, including
authentication date and public offering price. 
Notwithstanding any other provision of the Indenture, subject to certain
exceptions, with respect to sections of the Indenture concerning the execution,
authentication and terms of the Securities, redemption of the Securities, Events
of Default of the Securities, defeasance of the Securities and amendment of the
Indenture, if any series of Securities includes more than one tranche, all
provisions of such sections applicable to any series of Securities shall be
deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided
with respect to such series or tranche pursuant to a board resolution or a
supplemental indenture establishing such series or tranche.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Redemption Amount of
this Note in the manner, at the place, at the time and in the coin or currency
herein prescribed.


The Securities are issuable initially only in
registered form without coupons in denominations of $10,000 and any integral
multiples of $1,000 in excess of that amount at the office or agency of the
Company in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture.



 R-2
 






 



The Securities will not be redeemable at the option of
the Company prior to maturity.


The Company will not be required to pay any Additional
Amounts on the Securities.


Maturity
Date


The Maturity Date of the Securities is July 20, 2007 (the “Maturity Date”);
however, if a market disruption event exists in respect of any of the exchange
rates on the valuation date, as determined by the Calculation Agent, the
Maturity Date will be the later of July 20, 2007, and the fifth business day
following the day as of which the final level of each of the basket components
has been calculated.


Redemption
Amount


The Company will redeem the Securities at maturity for
a redemption amount based on the difference between the initial basket level
and the final basket level (the “redemption amount”).  How the redemption amount will be calculated
depends on whether the final basket level is greater than or equal to or less
than the initial basket level:


If the final basket level is less than or equal to
1.00 and greater than or equal to 0.917, the redemption amount will equal 1.083
times the principal amount of the Securities. 
If the final basket level is less than 0.917, the redemption amount will
equal the product of (i) the principal amount of the Securities and (ii) 2.0
minus the final basket level.  If the
final basket level is above 1.00 but less than or equal to 1.01, the redemption
amount will equal the product of (i) the principal amount of the Securities and
(ii) 2.0 minus the final basket level. 
If the final basket level is greater than 1.01, the redemption amount
will equal the product of (i) the principal amount of the Securities and (ii)
0.99.


For purposes of calculating the redemption amount, the
final basket level on the valuation date will be equal to the sum of:


(i) the product of:


(x) .20, the weighting of
the USD/PHP (Philippine peso) spot rate component in the basket, multiplied by


(y) (A) the final level
for such exchange rate, which equals the level of the USD/PHP spot rate,
expressed as the number of Philippine pesos per one U.S. dollar, calculated by
referencing the U.S. dollar/Philippine peso exchange rate as published on
Reuters page “PHPESO” at approximately 11:30 a.m. Singapore time divided by (B)
the initial level;


plus


(ii) the product of:



 R-3
 






 



(x) .20, the weighting of
the USD/IDR (Indonesian rupiah) spot rate component in the basket, multiplied
by


(y) (A) the final level
for such exchange rate, which equals the level of the USD/IDR spot rate,
expressed as the number of Indonesian rupiahs per one U.S. dollar, calculated
by referencing the U.S. dollar/Indonesian rupiah exchange rate as published on
Reuters page “ABSIRFIX01” at approximately 11:00 a.m. Singapore time divided by
(B) the initial level;


plus


(iii) the product of:


(x) .20, the weighting of
the USD/KRW (Korean won) spot rate component in the basket, multiplied by


(y) (A) the final level
for such exchange rate, which equals the level of the USD/KRW spot rate,
expressed as the number of Korean won per one U.S. dollar, calculated by
referencing the U.S. dollar/Korean won exchange rate as published on Reuters
page “KFTC18” at approximately 9:00 a.m. Seoul time divided by (B) the initial
level;


plus


(iv) the product of:


(x) .20, the weighting of
the USD/THB (Thai bhat) spot rate component in the basket, multiplied by


(y) (A) the final level
for such exchange rate, which equals the level of the USD/THB spot rate, expressed
as the number of Thai bhat per one U.S. dollar, calculated by referencing the
U.S. dollar/Thai bhat exchange rate as published on Reuters page “ABSIRFIX01”
at approximately 11:00 a.m. Singapore time divided by (B) the initial level;


plus


(v) the product of:


(x) .20, the weighting of
the USD/INR (Indian rupee) spot rate component in the basket, multiplied by


(y) (A) the final level
for such exchange rate, which equals the level of the USD/INR spot rate,
expressed as the number of Indian rupees per one U.S. dollar, calculated by
referencing the U.S. dollar/Indian rupee exchange rate as published on Reuters
page “RBIB” at approximately 2:30 a.m. Mumbia time divided by (B) the initial
level.



 R-4
 






 



The “initial basket level” equals 1.0.


The “initial level” for each currency will equal the
U.S. dollar exchange spot rate of such currency on July 14, 2006 at 12:00 p.m.
New York time, expressed as the number of units per one U.S. dollar.


The U.S. dollar/Philippine peso (“USD/PHP”) spot rate
is a foreign exchange spot rate that measures the relative values of two
currencies, the U.S. dollar and the Philippine peso.  The USD/PHP exchange rate increases when the
U.S. dollar appreciates relative to the Philippine peso and decreases when the
U.S. dollar depreciates relative to the Philippine peso.  The USD/PHP exchange rate is expressed as a
rate that reflects the amount of Philippine pesos that can be exchanged for one
U.S. dollar.


The U.S. dollar/Indonesian rupiah (“USD/IDR”) spot
rate is a foreign exchange spot rate that measures the relative values of two
currencies, the U.S. dollar and the Indonesian rupiah.  The USD/IDR exchange rate increases when the
U.S. dollar appreciates relative to the Indonesian rupiah and decreases when
the U.S. dollar depreciates relative to the Indonesian rupiah.  The USD/IDR exchange rate is expressed as a
rate that reflects the amount of Indonesian rupiahs that can be exchanged for
one U.S. dollar.


The U.S. dollar/Korean won (“USD/KRW”) spot rate is a
foreign exchange spot rate that measures the relative values of two currencies,
the U.S. dollar and the Korean won.  The
USD/KRW exchange rate increases when the U.S. dollar appreciates relative to
the Korean won and decreases when the U.S. dollar depreciates relative to the
Korean won.  The USD/KRW exchange rate is
expressed as a rate that reflects the amount of Korean won that can be
exchanged for one U.S. dollar.


The U.S. dollar/Thai bhat (“USD/THB”) spot rate is a
foreign exchange spot rate that measures the relative values of two currencies,
the U.S. dollar and the Thai bhat.  The
USD/THB exchange rate increases when the U.S. dollar appreciates relative to
the Thai bhat and decreases when the U.S. dollar depreciates relative to the
Thai bhat.  The USD/THB exchange rate is
expressed as a rate that reflects the amount of Thai bhat that can be exchanged
for one U.S. dollar.


The U.S. dollar/Indian rupee (“USD/INR”) spot rate is
a foreign exchange spot rate that measures the relative values of two
currencies, the U.S. dollar and the Indian rupee.  The USD/INR exchange rate increases when the
U.S. dollar appreciates relative to the Indian rupee and decreases when the
U.S. dollar depreciates relative to the Indian rupee.  The USD/INR exchange rate is expressed as a
rate that reflects the amount of Indian rupees that can be exchanged for one
U.S. dollar.


The “valuation date” will be July 13, 2007; however,
if the calculation agent determines that on the valuation date a market
disruption event exists in respect of a basket component, then the valuation
date will be postponed to the first succeeding business day on which the
calculation agent determines that no market disruption event exists, unless the
calculation agent determines that a market disruption event exists on each of
the five business days immediately following the valuation date.  In that case, the fifth business day
following the 



 R-5
 






 



scheduled final valuation
date will be deemed to be the valuation date of such basket component
notwithstanding the existence of a market disruption event, and the calculation
agent will determine the level for such final valuation date on that fifth
succeeding business day.


A “business day” is any day other than a day on which
banking institutions (including for dealings in foreign exchange in accordance
with the market practice of the foreign exchange market) in the City of New
York, New York are generally not authorized or obligated by law or executive
order to close.


Market
Disruption Events


A “market disruption event” is, in respect of any
exchange rate, the occurrence on any business day or any number of consecutive
business days of any one or more of the following circumstances: (a) the
termination or suspension of, or material limitation or disruption for at least
two hours in the trading of a currency or a futures contract thereon included
in the basket that prevents the relevant exchange on which such currency is
traded from establishing an official settlement price for such currency or
contract as of a regularly scheduled settlement time; (b) the settlement price
for any currency or a futures contract thereon included in the basket is a “limit
price,” which means that such settlement price for a day has increased or
decreased from the previous day’s settlement price by the maximum amount
permitted under applicable exchange rules; or (c) failure by the applicable
exchange or other price source to announce or publish the settlement price for
any currency or a futures contract thereon included in the basket.


If the calculation agent determines that a market disruption
event exists in respect of an exchange rate on a valuation date (the “basket
components”), then that valuation date for such basket component will be
postponed to the first succeeding business day for that basket component on
which the calculation agent determines that no market disruption event exists
in respect of such basket component, unless in respect of the final valuation
date the calculation agent determines that a market disruption event exists in
respect of such basket component on each of the five business days immediately
following the scheduled valuation date. 
In that case, (a) the fifth succeeding business day following the
scheduled valuation date will be deemed to be the valuation date for such
basket component, notwithstanding the market disruption event in respect of
such basket component, and (b) the calculation agent will determine the closing
level for such basket component on that deemed final valuation date in a
commercially reasonable manner.  The
valuation date for each basket component not affected by a market disruption
event shall be the scheduled valuation date.


In the event that a market disruption event exists in
respect of a basket component on the final valuation date, the maturity date of
the Securities will be the later of July 20, 2007, and the fifth business day
following the day as of which the closing level on the final valuation date for
each basket component has been calculated. 
No interest or other payment will be payable because of any such
postponement of the maturity date.


All determinations made by the calculation agent will
be at the sole discretion of the calculation agent and will be conclusive for
all purposes and binding on us and the beneficial owners of the Securities,
absent manifest error.



 R-6
 






 



Events of Default and Acceleration


In case an Event of Default (as defined in the
Indenture) with respect to the Securities shall have occurred and be
continuing, the amount declared due and payable upon any acceleration of the
Securities (in accordance with the acceleration provisions set forth in the
prospectus) will be determined by the calculation agent and will equal, for
each security, the arithmetic average, as determined by the calculation agent,
of the fair market value of the Securities as determined by at least three but
not more than five broker-dealers (which may include Credit Suisse Securities
(USA) LLC or any of the Company’s other subsidiaries or affiliates) as will
make such fair market value determinations available to the calculation agent.


The Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of, or on account of, the redemption amount
hereof, and for all other purposes, and neither the Company nor the Trustee nor
any agent of the Company or the Trustee shall be affected by any notice to the
contrary.


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or any indenture supplemental thereto or
in any Note, or because of any indebtedness evidenced thereby, shall be had
against any incorporator as such, or against any past, present or future
stockholder, officer, director or employee, as such, of the Company or of any
successor, either directly or through the Company or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.


The calculation agent for the Securities (the “Calculation
Agent”) is Credit Suisse International. 
The calculations and determinations of the Calculation Agent will be
final and binding upon all parties (except in the case of manifest error).  The Calculation Agent will have no
responsibility for good faith errors or omissions in its calculations and
determinations, whether caused by negligence or otherwise.


Terms used herein that are defined in the Indenture
and not otherwise defined herein shall have the respective meanings assigned
thereto in the Indenture.


The laws of the State of New York (without regard to
conflicts of laws principles thereof) shall govern this Note.



 R-7
 






 



 


	
  FOR VALUE RECEIVED, the
  undersigned hereby sell(s), assign(s) and transfer(s) unto

  
	
   

  
	
  [PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  [PLEASE PRINT OR
  TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

  
	
   

  
	
   

  
	
  the within Note
  and all rights thereunder, hereby irrevocably constituting and appointing

  
	
   

  
	
   

  	
    Attorney
  to 

  
	
  transfer such
  Note on the books of the Issuer, with full power of substitution in the
  premises.

  



 


 


	
  

  	
   

  	
   

  	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NOTICE:The signature to this assignment must correspond
  with the name as written upon the face of the within Note in every particular
  without alteration or enlargement or any change whatsoever.

  



 



 R-8