**Exhibit 3.3**

 

**As amended and restated**

**effective January 16, 2006**

 

 

 

**BYLAWS**

 

**-of-**

 

**CREDITSUISSE (USA), INC.**

 

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**BYLAWS**

 

**-of-**

 

**CREDITSUISSE (USA), INC.**

**(hereincalled the “Corporation”)**

 

**ARTICLE I**

 

**Stockholders**

 

**Section 1.01.Annual Meeting**. If required by applicable law, an annual meeting of stockholders shallbe held for the election of directors at such date, time and place, eitherwithin or without the State of Delaware, or by remote communication, as may bedesignated by resolution of the Board of Directors from time to time.  Any other proper business may be transactedat the annual meeting.

 

**Section 1.02.Special Meetings**. Special meetings of stockholders, for any purpose or purposes, may becalled at any time by the Chief Executive Officer, the President, theSecretary, any Assistant Secretary or by resolution of the Board ofDirectors.  Special meetings ofstockholders shall be held at such place, within or without the State ofDelaware, or by remote communication, as shall be fixed by the person orpersons calling the meeting and stated in the notice or waiver of notice of themeeting.

 

**Section 1.03.Notice of Meetings of Stockholders**.  Whenever stockholders are required orpermitted to take any action at a meeting, notice of the meeting shall be givenat the direction of the person or persons calling the meeting (unless thatnotice shall be waived or unless the stockholders act by consent in lieu ofmeeting in accordance with the provisions of Article Seventh of theRestated Certificate of Incorporation and Section 1.09 hereof) which shallstate the date, time and place, if any, and the means of remote communication,if any, by which the stockholders and proxy holders may be deemed to be presentin person and vote at such meeting 

 

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and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called.  Unless otherwise required by law, theRestated Certificate of Incorporation or these Bylaws, a copy of the notice ofany meeting shall be given, personally, by mail, or by electronic transmissionnot less than ten nor more than sixty days before the date of the meeting, toeach stockholder entitled to vote at such meeting.

 

When a meeting is adjourned to another timeor place, if any, it shall not be necessary to give any notice of the adjournedmeeting if the time, place, if any, and the means of remote communication, ifany, by which the stockholders and proxy holders may be deemed to be present inperson and vote at such adjourned meeting are announced at the meeting at whichthe adjournment is taken, except as provided by the General Corporation Law ofthe State of Delaware, and at the adjourned meeting any business may betransacted that might have been transacted on the original date of the meeting.

 

**Section 1.04.Quorum**.  Atall meetings of the stockholders, the holders of a majority in voting power ofthe stock issued and outstanding and entitled to vote thereat, present inperson or by proxy, shall constitute a quorum for the transaction of anybusiness.  If, however, a majority shallnot be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat, present in person or by proxy, shallhave power, by a majority in voting power thereof, to adjourn the meeting fromtime to time until the requisite amount of voting stock shall berepresented.  At such adjourned meetingat which the requisite amount of voting stock shall be represented, any businessmay be transacted which might have been transacted at the meeting as originallynoticed.

 

**Section 1.05.Organization. **Meetingsof stockholders shall be presided over by a Chairperson of the Board, if any,or in the absence of a Chairperson of the Board by a Chief Executive Officer,or in the absence of a Chief Executive Officer by a chairperson chosen at themeeting.  A Secretary, or in the absenceof a Secretary an Assistant Secretary, shall act as secretary of the meeting,but in the absence of a Secretary and any Assistant Secretary the 

 

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chairperson of the meeting mayappoint any person to act as secretary of the meeting.  The order of business at each such meetingshall be as determined by the chairperson of the meeting.  The chairperson of the meeting shall have theright and authority to adjourn a meeting of stockholders without a vote ofstockholders and to prescribe such rules, regulations and procedures and to doall such acts and things as are necessary or desirable for the proper conductof the meeting and are not inconsistent with any rules or regulationsadopted by the Board of Directors pursuant to the provisions of the RestatedCertificate of Incorporation.

 

**Section 1.06.Method of Voting**. Voting at meetings of stockholders need not be by written ballot.  At all meetings of stockholders for theelection of directors at which a quorum is present a plurality of the votescast shall be sufficient to elect.  Allother elections and questions presented to the stockholders at a meeting atwhich a quorum is present shall, unless otherwise provided by the RestatedCertificate of Incorporation, these Bylaws, or the rules or regulations ofany stock exchange applicable to the Corporation or its securities, be decidedby the affirmative vote of the holders of a majority in voting power of theshares of stock of the Corporation which are present in person or by proxy andentitled to vote thereon.

 

**Section 1.07.Voting Rights of Stockholders and Proxies**.  Except as otherwise provided by or pursuantto the provisions of the Restated Certificate of Incorporation, eachstockholder of record entitled to vote in accordance with the laws of the Stateof Delaware, the Restated Certificate of Incorporation or these Bylaws, shallat every meeting of the stockholders be entitled to one vote in person or byproxy for each share of stock entitled to vote standing in his name on thebooks of the Corporation, but no proxy shall be voted on after three years fromits date, unless the proxy provides for a longer period.  Each proxy shall be valid only for themeeting in respect of which it is given and any and all adjournments thereof.

 

**Section 1.08.Fixing Date for Determination of Stockholders of Record**.  In order to determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or to express consent to corporate action in writingwithout a meeting, or 

 

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entitled to receive payment ofany dividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may, butshall not be required to, fix, in advance, a record date, which, in the case ofdetermination of stockholders entitled to vote at any meeting of stockholdersor adjournment thereof, shall, unless otherwise required by law, not be morethan sixty nor less than ten days before the date of such meeting; in the caseof determination of stockholders entitled to express consent to corporateaction in writing without a meeting, shall not be more than ten days from thedate upon which the resolution fixing the record date is adopted by the Boardof Directors; and in the case of any other action, shall not be more than sixtydays prior to any such action.  If norecord date is fixed by the Board of Directors, the record date shall be theclose of business on the day on which the Board of Directors adopts theresolution relating to such meeting, action by consent or other action.

 

**Section 1.09.  Consent in Lieu of Meeting**.  As provided in the Restated Certificate ofIncorporation, any corporate action, with respect to which the vote of thestockholders at a meeting thereof is required or permitted by any provision ofthe General Corporation Law of the State of Delaware, the Restated Certificateof Incorporation or these Bylaws, may be taken without that vote and meeting,and that vote and meeting may be dispensed with, if that corporate action hasbeen consented to in writing by the holders of a majority (or, if with respectto a particular corporate action the General Corporation Law of the State ofDelaware, the Restated Certificate of Incorporation or these Bylaws specifies agreater percentage, by the holders of that percentage) of the stock that wouldhave been entitled to vote upon that action if a meeting were held.  Prompt notice shall be given to allstockholders of the taking of any corporate action pursuant to the provisionsof this paragraph unless that action has been consented to in writing by theholders of all of the stock that would have been entitled to vote upon thataction if a meeting were held.

 

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**ARTICLE II**

 

**Directors**

 

**Section 2.01.Management of Business**.  The business of the Corporation shall bemanaged by or under the direction of its Board of Directors.  Directors need not be holders of the CommonStock of the Corporation.

 

The Board of Directors, in addition to thepowers and authority expressly conferred upon it herein, by statute, by theRestated Certificate of Incorporation or otherwise, is hereby empowered toexercise all such powers as may be exercised by the Corporation, except as expresslyprovided otherwise by the statutes of the State of Delaware, by the RestatedCertificate of Incorporation or by these Bylaws.

 

**Section 2.02.  Number of Directors**.The number of directors which shall constitute the whole Board shall consist ofsuch number of directors as may be fixed from time to time by the stockholdersor by the Board of Directors; provided, however, that in no case shall thenumber be less than two.

 

**Section 2.03.  Election and Term**.  The directors shall be elected at the annualmeeting of the stockholders, and each director shall be elected to hold officeuntil his successor shall be elected and qualified, or until his earlierresignation or removal.

 

**Section 2.04.  Resignations and Removal**.  Any director of the Corporation may resign atany time by giving notice, in writing or by electronic transmission, to theCorporation.  Such resignation shall takeeffect at the time specified therein, if any, or, if no time is specifiedtherein, then upon receipt of such notice by the Corporation; and, unlessotherwise provided therein, the acceptance of such resignation shall not benecessary to make it effective.

 

Any director may be removedat any time, with or without cause, upon the affirmative vote of the holders ofa majority in voting power of the shares of stock of the Corporation at thattime having voting power for the election of directors.

 

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**Section 2.05.Vacancies and Newly Created Directorships**.  Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby a majority of the directors then in office, though less than a quorum, or bya sole remaining director, and the directors so chosen shall hold office untiltheir successors shall be elected and qualified, or until their earlierresignation or removal.  When one or moredirectors shall resign from the Board of Directors, effective at a future date,a majority of the directors then in office, including those who have soresigned, shall have power to fill such vacancy or vacancies, the vote thereonto take effect when such resignation or resignations shall become effective,and each director so chosen shall hold office as herein provided in the fillingof other vacancies.

 

**Section 2.06.  Quorum of Directors**.  At all meetings of the Board of Directors,one-third of the entire Board, but not less than two directors, shallconstitute a quorum for the transaction of business and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors.

 

A majority of the directors present, whetheror not a quorum is present, may adjourn any meeting of the directors to anothertime and place, if any.  Notice of anyadjournment need not be given if such time and place, if any, are announced atthe meeting.

 

**Section 2.07.  Regular Meetings**.  Regular meetings of the Board of Directorsmay be held at such time, date and place, if any, within or without the Stateof Delaware, and by such means of remote communication, if any, as shall fromtime to time be fixed by the Board of Directors and no additional noticethereof shall be necessary.

 

**Section 2.08.  Special Meetings**.  Special meetings of the Board of Directorsmay be called at any time by the Chairperson of the Board, the Chief ExecutiveOfficer, the President, the Secretary, any Assistant Secretary or by resolutionof the Board of Directors.  Specialmeetings shall be held at such time, date and place, if any, within or withoutthe State of Delaware, and by 

 

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such means of remotecommunication, if any, as shall be fixed by the person or persons calling themeeting and stated in the notice or waiver of notice of the meeting.

 

Special meetings of the Board of Directorsshall be held upon notice to the directors or waiver thereof.

 

Unless waived, notice ofeach special meeting of the directors, stating the time, date and place, ifany, of the meeting, and the means of remote communication, if any, shall begiven to each director by delivered letter or by personal communication eitherover the telephone or otherwise (including by facsimile or by electronictransmission), in each such case not later than 2 hours prior to the meeting.  Notices of special meetings of the Board ofDirectors and waivers thereof need not state the purpose or purposes of themeeting.

 

**Section 2.09.Remote Participation in Meetings**.  Unless otherwise restricted by the RestatedCertificate of Incorporation or these Bylaws, members of the Board ofDirectors, or any committee designated by the Board, may participate in ameeting of the Board or of such committee, as the case may be, by means ofconference telephone or other communications equipment by means of which allpersons participating in the meeting can hear each other, and participation ina meeting pursuant to this bylaw shall constitute presence in person at suchmeeting.

 

**Section 2.10.Organization**.  Meetings ofthe Board of Directors shall be presided over by a Chairperson of the Board, ifany, or in the absence of a Chairperson of the Board, by a Chief ExecutiveOfficer, or in the absence of a Chief Executive Officer, by a chairpersonchosen at the meeting.  A Secretary, orin the absence of a Secretary an Assistant Secretary, shall act as secretary ofthe meeting, but in the absence of a Secretary and any Assistant Secretary thechairperson of the meeting may appoint any person to act as secretary of themeeting.

 

**Section 2.11.Action Without a Meeting**.  Any action required or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may betaken without a meeting if all members of the Board or Committee, as the casemay be, consent thereto in a 

 

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writing or writings or byelectronic transmission or transmissions and the writing or writings orelectronic transmission or transmissions are filed with the minutes ofproceedings of the Board or committee.

 

**Section 2.12. Compensation**.  Directors shall receive such fixed sums andexpenses of attendance for attendance at each meeting of the Board or of anycommittee and/or such salary as may be determined from time to time by theBoard of Directors; provided that nothing herein contained shall be construedto preclude any director from serving the Corporation any other capacity andreceiving compensation therefor.

 

**Section 2.13.Operating Committee**. The Board of Directors maydesignate an Operating Committee (and may discontinue the same at any time) toconsist of two or more of the directors of the Corporation.  The members shall be appointed by the Boardand shall hold office during the pleasure of the Board.  The Board may designate one or more directorsas alternate members of the Committee, who may replace an absent ordisqualified member at any meeting of the Committee.  The Operating Committee, to the extentpermitted by law, shall have and may exercise all the powers of the Board ofDirectors (when the Board is not in session) in the management of the businessand affairs of the Corporation (and may authorize the seal of the Corporationto be affixed to all papers which may require it), except as otherwise providedin the resolutions of the Board of Directors appointing the members of suchOperating Committee and except that the Operating Committee shall have no power(a) to alter, amend or repeal these Bylaws or (b) to approve oradopt, or recommend to the stockholders, any action or matter expresslyrequired under the General Corporation Law of the State of Delaware to besubmitted to stockholders for approval. Meetings of the Operating Committee may be held at such time, date andplace, if any, within or without the State of Delaware, and by such means ofremote communication, if any, as shall from time to time be fixed by theOperating Committee and no notice thereof shall be necessary.  A majority of the members of the OperatingCommittee shall 

 

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constitute a quorum for thetransaction of the business and the act of a majority present at which there isa quorum shall be the act of the Operating Committee.

 

**Section 2.14.Other Committees**. The Board of Directors may designate one or more other committees, eachcommittee to consist of one or more of the directors of the Corporation, which,to the extent provided in the resolution and permitted by law, shall have andmay exercise the powers of the Board of Directors in the management of thebusiness and affairs of the Corporation and may authorize the seal of theCorporation to be affixed to all papers which may require it.  Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe Board of Directors.  The committeesshall keep regular minutes of their proceedings and report the same to theBoard of Directors when required.

 

**Section 2.15.Absence or Disqualification of Committee Members**.  Notwithstanding any other provision of theseBylaws, in the absence or disqualification of a member of a committee, themember or members present at any meeting and not disqualified from voting,whether or not the member or members present constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

 

## **ARTICLE III**

##  

**Officers**

 

**Section 3.01.Officers**. The Board of Directors shall elect a President, a Secretary and aTreasurer and it may elect such other officers as it may from time to time deemnecessary or advisable.  Any person mayhold two or more offices at the same time.

 

**Section 3.02.Terms of Office**. The officers of the Corporation shall hold their offices until theirsuccessors are chosen and qualified or until their earlier resignation orremoval.  Any officer may resign at anytime upon written notice to the Corporation.

 

**Section  3.03.Removal**. Any officers, including, upon thechoosing of a successor, the Chairperson of the Board, the Chief ExecutiveOfficer, the President, the Secretary and the 

 

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Treasurer, may be removed fromoffice at any time by the Board of Directors with or without cause.

 

**Section 3.04.Authority**. The Secretary shall record all theproceedings of the meetings of the stockholders and directors in a book to bekept for that purpose, and shall have the authority, perform the duties andexercise the powers in the management of the Corporation usually incident tothe office held by him, and/or such other authority, duties and powers as maybe assigned to him from time to time by the Board of Directors.  The other officers and agents, if any, shallhave the authority, perform the duties and exercise the powers in themanagement of the Corporation usually incident to the offices held by them,respectively, and/or such other authority, duties and powers as may be assignedto them from time to time by the Board of Directors.  Anyof the officers of the Corporation shall be authorized to affix the corporateseal to any instrument, contract and document which shall have been dulyauthorized for execution under seal of the Corporation.

 

**Section 3.05.Voting Securities Owned by the Corporation**.  Powers of attorney, proxies, waivers ofnotice of meetings and other instruments relating to securities owned by theCorporation may be executed in the name and on behalf of the Corporation by theany officer of the Corporation, and any such officer may in the name of and onbehalf of the Corporation take all such actions as any such officer may deemadvisable to vote in person or by proxy at any meeting of security holders ofany corporation in which this Corporation may own securities and at any suchmeeting shall possess and may exercise any and all rights and powers incidentto the ownership of such securities and which, as the owner thereof, theCorporation might have exercised and possessed if present.  The Board of Directors may, by resolution,from time to time confer like powers upon any other person or persons.

 

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**ARTICLE IV**

 

**Capital Stock**

 

**Section 4.01.Stock Certificates**.  Every holder of stock in the Corporationshall be entitled to have a certificate signed by, or in the name of theCorporation by, the Chairperson of the Board, or the Chief Executive Officer,or the President, or a Managing Director, or a Vice President, and by theTreasurer or an Assistant Treasurer, or by the Secretary or an AssistantSecretary of the Corporation, certifying the number of shares owned by him inthe Corporation.

 

**Section 4.02.Transfers**. Stock of the Corporation shall be transferable in the manner prescribedby the laws of the State of Delaware and in these Bylaws.

 

**Section 4.03.Registered Holders**.  The Corporation shall be entitled to treatthe person in whose name any share of stock or any warrant, right or option isregistered as the owner thereof for all purposes and shall not be bound torecognize any equitable or other claim to, or interest in, such share, warrant,right or option on the part of any other person, whether or not the Corporationshall have notice thereof, save as may be expressly provided otherwise by thelaws of the State of Delaware.  Notransfer of stock shall be valid as against the Corporation, its stockholdersand creditors for any purpose until it shall have been entered in the StockLedger, as required by these Bylaws, by an entry showing from and to whomtransferred, save as expressly provided otherwise by the laws of the State ofDelaware.

 

**Section 4.04.  Lost Certificates**.** **TheCorporation may issue a new certificate of stock in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen ordestroyed, and the Corporation may require the owner of the lost, stolen ordestroyed certificate, or such owner’s legal representative, to give theCorporation a bond sufficient to indemnify it against any claim that may bemade against it on account of the alleged loss, theft or destruction of anysuch certificate or the issuance of such new certificate.

 

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##### **ARTICLE VI**

##### ** **

**Miscellaneous**

 

**Section 5.01.  Offices**.  The registered office of the Corporation inthe State of Delaware shall be at 2711 Centerville Road, Suite 400,Wilmington, Delaware.  The Corporationmay also have offices at other places within and/or without the State ofDelaware.

 

**Section 5.02.Seal**. The corporate seal shall have inscribedthereon the name of the Corporation, the year of its incorporation and thewords “Corporate Seal Delaware.”

 

**Section 5.03.Checks**.  Allchecks or demands for money shall be signed by such person or persons as theBoard of Directors may from time to time determine.

 

**Section 5.04.Fiscal Year**. The fiscal year shall begin the first day of January in each yearand shall end on the thirty-first day of December of such year.

 

**Section 5.05.Waivers of Notice; Dispensing with Notice**.  Whenever any notice whatever is required tobe given under the provisions of the General Corporation Law of the State of Delaware,the Restated Certificate of Incorporation, or these Bylaws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, or a waiverby electronic transmission by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent thereto.  Neither the business to be transacted at, northe purpose of, any regular or special meeting of the stockholders need bespecified in any written waiver of notice or any waiver by electronic transmission.

 

Attendance of a person at ameeting of stockholders shall constitute a waiver of notice of such meeting,except when the stockholder attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened.

 

**Section 5.06.  Amendment of Bylaws**.These Bylaws may be altered, amended or repealed, and new Bylaws may be made,by the Board of Directors.

 

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**Section 5.07.  Section Headings and StatutoryReferences**. The headings of the Articles and Sections of these Bylaws have beeninserted for convenience of reference only and shall not be deemed to be partof these Bylaws.

 

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