Exhibit 4.1


 


[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: 22541FDQ6
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRINCIPAL
  AMOUNT: $11,113,000

  
	
   

  	
   

  	
   

  
	
  NO. 1

  	
   

  



 


 


CREDIT SUISSE FIRST BOSTON (USA), INC.


ProNotes Linked to the Value of a Basket of Commodities


due September 30, 2009


 


CREDIT
SUISSE FIRST BOSTON (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.


 


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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/ Grace Koo

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Grace Koo

  	
   

  	 

	
   

  	
   

  	
  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: March 22, 2006

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Ignazio Tamburello

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Authorized Signatory

  
								



 


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[REVERSE OF NOTE]


 


CREDIT SUISSE FIRST BOSTON (USA), INC.


ProNotes Linked to the Value of a Basket of Commodities


due September 30, 2009


 


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
ProNotes Linked to the Value of a Basket of Commodities due September 30,
2009 (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


 


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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 $25,000 or 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.


 


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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 September 30,
2009 (the “Maturity Date”); however, if a market disruption event exists on the
final valuation date, as determined by the Calculation Agent, the Maturity Date
will be the later of September 30, 2009 and the fifth Business Day
following the date on which the final basket level is calculated.


 


Redemption
Amount


 


We
will redeem the securities at maturity for a redemption amount in cash that
will equal the principal amount of the securities multiplied by the sum of 1
plus the basket return. The basket return will be based on the difference
between the final basket level and the initial basket level. How the basket
return will be calculated depends on whether the final basket level is greater
than or less than or equal to the initial basket level:


 


•                  If the final basket level is greater
than the initial basket level, then the basket return will equal:


 


	
   

  	
   

  	
  final basket
  level - initial basket level

  
	
  130% *

  	
   

  	
  initial basket
  level

  



 


Thus,
if the final basket level is greater than the initial basket level, the basket
return will be a positive number, and you will receive more than the principal
amount of your securities at redemption.


 


•                  If the final basket level is less
than or equal to the initial basket level, then the basket return will be zero,
and you will receive only the principal amount of your securities at
redemption.


 


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


 


(i) the
product of (x) .07, the weighting of the Aluminum component in the basket, and
(y) the closing level of Aluminum on the valuation date divided by 2434.25, the
closing level of Aluminum on March 15, 2006, the date the securities are
priced for initial sale to the public;


 


(ii) the
product of (x) .07, the weighting of the Copper component in the basket, and
(y) the closing level of Copper on the valuation date divided by 5008.50, the
closing level of Copper on March 15, 2006, the date the securities are
priced for initial sale to the public;


 


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(iii) the
product of (x) .15, the weighting of the Crude Oil component in the basket, and
(y) the closing level of Crude Oil on the valuation date divided by 62.17, the
closing level of Crude Oil on March 15, 2006, the date the securities are
priced for initial sale to the public;


 


(iv) the product of
(x) .05, the weighting of the Gold component in the basket, and (y) the closing
level of Gold on the valuation date divided by 554.40, the closing level of
Gold on March 15, 2006, the date the securities are priced for initial
sale to the public.


 


(v) the
product of (x) .05, the weighting of the Heating Oil component in the basket,
and (y) the closing level of Heating Oil on the valuation date divided by
178.17, the closing level of Heating Oil on March 15, 2006, the date the
securities are priced for initial sale to the public;


 


(vi) the
product of (x) .05, the weighting of the Lead component in the basket, and (y)
the closing level of Lead on the valuation date divided by 1176.00, the closing
level of Lead on March 15, 2006, the date the securities are priced for
initial sale to the public;


 


(vii) the
product of (x) .10, the weighting of the Natural Gas component in the basket,
and (y) the closing level of Natural Gas on the valuation date divided by
7.143, the closing level of Natural Gas on March 15, 2006, the date the
securities are priced for initial sale to the public;


 


(viii) 
the product of (x) .06, the weighting of the Nickel component in the basket,
and (y) the closing level of Nickel on the valuation date divided by 14853.00,
the closing level of Nickel on March 15, 2006, the date the securities are
priced for initial sale to the public;


 


(ix) the
product of (x) .05, the weighting of the Unleaded Gasoline component in the
basket, and (y) the closing level of Unleaded Gasoline on the valuation date
divided by 182.91, the closing level of Unleaded Gasoline on March 15,
2006, the date the securities are priced for initial sale to the public;


 


(x)
the product of (x) .05, the weighting of the Zinc component in the basket, and
(y) the closing level of Zinc on the valuation date divided by 2324.00, the
closing level of Zinc on March 15, 2006, the date the securities are
priced for initial sale to the public;


 


(xi)
the product of (x) .20, the weighting of the GSCI-ER Agriculture Index
component in the basket, and (y) the closing level of GSCI-ER Agriculture Index
on the valuation date divided by 63.82, the closing level of GSCI-ER
Agriculture Index on March 15, 2006, the date the securities are priced
for initial sale to the public; and


 


(xii)
the product of (x) .10, the weighting of the GSCI-ER Livestock Index component
in the basket, and (y) the closing level of GSCI-ER Livestock Index on the
valuation date divided by 358.50, the closing level of GSCI-ER Livestock Index
on March 15, 2006, the date the securities are priced for initial sale to
the public.


 


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The “initial
basket level” equals 1.0.


 


The “closing
level” for each underlying commodity and commodity index will be the price of
such underlying commodity or value of such commodity index at such time as
described below.


 


The
price of “Aluminum” is the official settlement price of the third Wednesday
dated front month futures contract for one metric ton of High Grade Primary
Aluminum, stated in U.S. dollars, as determined by the London Metal Exchange.


 


The
price of “Copper” is the official settlement price of the third Wednesday dated
front month futures contract for one metric ton of Copper, stated in U.S.
dollars, as determined by the London Metal Exchange.


 


The
price of “Crude Oil” is the official settlement price for one barrel of the
first nearby WTI light sweet crude oil futures contract, stated in U.S.
dollars, as determined by the New York Mercantile Exchange.


 


The
price of “Gold” is the official settlement price for one fine troy ounce of the
most active nearby refined Gold futures contract, stated in U.S. dollars as
determined by the COMEX Division of the New York Mercantile Exchange.


 


The
price of “Heating Oil” is the official settlement price for one gallon of the
first nearby fungible No. 2 heating oil futures contract, stated in U.S.
dollars, as determined by the New York Mercantile Exchange.


 


The
price of “Lead” is the official settlement price of the third Wednesday dated
front month futures contract for one metric ton of Lead, stated in U.S.
dollars, as determined by the London Metal Exchange.


 


The
price of “Natural Gas” is the official settlement price for one MMBTU of the
first nearby Henry Hub natural gas futures contract, stated in U.S. dollars, as
determined by the New York Mercantile Exchange.


 


The
price of “Nickel” is the official settlement price of the third Wednesday dated
front month futures contract for one metric ton of Nickel, stated in U.S.
dollars, as determined by the London Metal Exchange.


 


The
price of “Unleaded Gasoline” is the official settlement price for one gallon of
the first nearby Phase II complex model reformulated gasoline futures contract,
stated in U.S. dollars, as determined by the New York Mercantile Exchange.


 


The
price of “Zinc” is the official settlement price of the third Wednesday dated
front month futures contract for one metric ton of Special High Grade Zinc,
stated in U.S. dollars, as determined by the London Metal Exchange.


 


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The
price of the “GSCI-ER Agriculture Index” is the value of the GSCI Agriculture
Excess Return Index as published on Reuters.


 


The
price of the “GSCI-ER Livestock Index” is the value of the GSCI Livestock
Excess Return Index as published on Reuters.


 


The “valuation
date” will be September 22, 2009; however, if the calculation agent
determines that on the valuation date a market disruption event exists, 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 after the original valuation date will be
deemed to be the valuation date notwithstanding the existence of a market
disruption event, and the calculation agent will determine the basket level for
the valuation date on that fifth succeeding business day.


 


A “business
day” is any day on which the relevant futures contract or commodity index is
published and on which the offices of Goldman, Sachs & Co. in New
York, New York are open for business.


 


A “market
disruption event” is the occurrence on any date or any number of consecutive
dates 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
commodity or a futures contract thereon included in the underlying basket or
any commodity or a futures contract thereon underlying the GSCI-ER Livestock
Index or GSCI-ER Agriculture Index that prevents the relevant exchange on which
such commodity is traded from establishing an official settlement price for
such commodity or contract as of a regularly scheduled settlement time; (b) the
settlement price for any commodity or a futures contract thereon included in
the underlying basket or commodity underlying the GSCI-ER Livestock Index or
GSCI-ER Agriculture Index 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; (c) failure
by the applicable exchange or other price source to announce or publish the
settlement price for any commodity or a futures contract thereon included in
the underlying basket or commodity underlying the GSCI-ER Livestock Index or
the GSCI-ER Agriculture Index; and (d) failure of Goldman, Sachs &
Co. to publish the value for the GSCI-ER Livestock Index or the GSCI-ER
Agriculture Index, subject to certain adjustments described below.


 


Market Disruption Events


 


If the
calculation agent determines that a market disruption event exists in respect
of a commodity included in the underlying basket or the GSCI-ER Livestock Index
or the GSCI-ER Agriculture Index (together the “basket components”), then the
valuation date for such basket component 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


 


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following the valuation
date. In that case, (a) the fifth succeeding business day after the
original valuation date will be deemed to be the valuation date,
notwithstanding the market disruption event, and (b) the calculation agent
will determine the settlement price for such basket component in a commercially
reasonable manner. The valuation date for each basket component not affected by
a market disruption event will be the scheduled valuation date.


 


In the
event that a market disruption event exists on the valuation date, the maturity
date of the securities will be the later of September 20, 2009 and the
fifth business day following the day on which the final basket level is
calculated. No interest or other payment will be payable because of any such
postponement of the maturity date.


 


Adjustments
to the calculation of the GSCI-ER Livestock Index or the GSCI-ER Agriculture
Index


 


If
either the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index is not
calculated and announced by Goldman, Sachs & Co. but (a) is
calculated and announced by a successor acceptable to the calculation agent or (b) is
replaced by a successor index using, in the determination of the calculation
agent, the same or a substantially similar formula for and method of
calculation as used in the calculation of the GSCI-ER Livestock Index or
GSCI-ER Agriculture Index, as the case may be, then the GSCI-ER Livestock
Index or GSCI-ER Agriculture Index, as applicable, will be deemed to be the
index so calculated and announced by that successor sponsor or that successor
index, as the case may be.


 


Upon
any selection by the calculation agent of a successor index, the calculation
agent will cause notice to be furnished to us and the trustee, which will
provide notice of the selection of the successor index to the registered
holders of the securities in the manner set forth below.


 


If (x)
on or prior to the valuation date Goldman, Sachs & Co. makes, in the
determination of the calculation agent, a material change in the formula for or
the method of calculating the GSCI-ER Livestock Index or the GSCI-ER
Agriculture Index or in any other way materially modifies the GSCI-ER Livestock
Index or the GSCI-ER Agriculture Index or (y) on the valuation date Goldman,
Sachs & Co. (or a successor sponsor) fails to calculate and announce
the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index and there is no
comparable index available, then the calculation agent will calculate the
redemption amount using, in lieu of a published level for the GSCI-ER Livestock
Index or the GSCI-ER Agriculture Index, as the case may be, the level for
the index as on the valuation date as determined by the calculation agent in
accordance with the formula for and method of calculating the GSCI-ER Livestock
Index or the GSCI-ER Agriculture Index, as the case may be, last in effect
prior to that change or failure, but using only those commodities that
comprised the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index, as the
case may be, immediately prior to that change or failure. Notice of
adjustment of the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index will
be provided by the trustee in the manner set forth below.


 


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.


 


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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 Indenture) will be determined by the
Calculation Agent and will equal, for each Note, the arithmetic average, as
determined by the Calculation Agent, of the fair value of the Securities as
determined by at least three but not more than five broker-dealers (which may include
Credit Suisse First Boston LLC or any of the Company’s other subsidiaries or
affiliates) as will make such fair value determination 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
First Boston 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.


 


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  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.

  
						



 


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