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: 225434AC3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NO. 1

  	
   

  	
  PRINCIPAL
  AMOUNT: $ 506,000

  



 


CREDIT SUISSE (USA), INC.

Reverse Convertible Securities Linked to the Performance of Ceradyne, Inc.


due February 23, 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), in the coin or currency of
the United States and to pay a coupon of 13.50% per annum on the
principal amount from February 24, 2006. 
The coupon payment will be payable quarterly in arrears on May 23,
2006, August 23, 2006, November 23, 2006, and February 23, 2007.


 


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.


 


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/
  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:  February 24,
2006


 


	
   

  	
  JPMORGAN CHASE, N.A.,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Ignazio Tamburello

  
	
   

  	
   

  	
  Authorized Signatory

  



 


F-2

















 


[REVERSE OF NOTE]


 


CREDIT SUISSE (USA), INC.

Reverse Convertible Securities Linked to the Performance of Ceradyne, Inc.


due February 23,
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 Reverse Convertible Securities Linked to the Performance of Ceradyne, Inc.,
due February 23, 2007 (the “Note”).


 


A coupon will be payable on this Note of
13.50% per annum on the principal amount from February 24, 2006.  The coupon payment will be payable quarterly
in arrears on May 23, 2006, August 23, 2006, November 23, 2006,
and February 23, 2007.


 


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


 


R-1

















 


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 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 $5,000 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 February 23, 2007 (the “Maturity
Date”); however, if a market disruption event exists on the Valuation Date, as
determined by the Calculation Agent, the Maturity Date will be the later of February 23,
2007, and the third business day following the date on which the closing price
for the reference shares is calculated.


 


Redemption
Amount


 


The Company will redeem
the Securities at maturity for a redemption amount in cash that will be based
on the performance of the reference shares during the term of the Securities
(the “redemption amount”):


 


(1)          If the closing price of
the reference shares on the Nasdaq National Market (the “relevant exchange”) is
not less than the knock-in level, which is 70% of the Initial Share Price, on
any day from but not including February 21, 2006, which is the initial
setting date, to and including February 16, 2007 (the “Valuation Date”),
the redemption amount will equal a cash payment equal to 100% of the principal
amount of the Securities.


 


(2)          If (i) the closing
price of the reference shares on the relevant exchange is less than the
knock-in level on any day from but not including February 21, 2006, which
is the initial setting date, to and including the Valuation Date and (ii) the
closing price of the reference shares on the relevant exchange on the Valuation
Date, which we refer to as the final share price, is greater than or equal to
the Initial Share Price, the redemption amount will equal a cash payment equal
to 100% of the principal amount of the Securities.


 


(3)          Otherwise, the
redemption amount will be the physical delivery amount.  The physical delivery amount will be the
number of reference shares per $1,000 principal amount of Securities equal to
$1,000 divided by the Initial Share Price. 
The market value of the physical delivery amount will be less than the
principal amount of the Securities and may be zero.


 


The “Initial Share Price”
is $55.83.


 


A “business day” means a
day, other than a Saturday, Sunday or a day on which banking institutions in
New York, New York are generally authorized or obligated by law, regulation or
executive order to close and that is also a Trading Day.


 


A “trading day” means any
day, as determined by the Calculation Agent, on which trading is generally
conducted for reference shares (or, but for the occurrence of a market
disruption event, would have been generally conducted) on the relevant exchange
and for options


 


R-3

















 


and
other derivative instruments on the reference shares on the Chicago Mercantile
Exchange and the Chicago Board Options Exchange, which we refer to collectively
as the related exchanges, other than a day on which the relevant exchange or
the related exchanges are scheduled to close prior to their regular weekday
closing time.


 


Market
Disruption Events


 


If no final share price is available on the Valuation
Date because of a market disruption event, as determined by the Calculation
Agent in its sole discretion, the Calculation Agent may postpone the
calculation of the final share price until the earlier of the date such market
disruption event has ceased or three trading days after the Valuation Date, as
the case may be.  On such third trading
day, in the event there still exists a market disruption event, the Calculation
Agent will determine the final share price using its good faith estimate of the
value for the reference shares as of the closing time on the relevant exchange
on such date.  If a market disruption
event exists on the Valuation Date, the Maturity Date of the Securities will be
the later of the original Maturity Date and the third business day following
the day on which the final share price is calculated.  No interest will accrue or other payment be
payable because of any postponement of the Maturity Date.


 


A “market disruption event” means the occurrence or
existence of any suspension of or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by any relevant exchange or
market or otherwise) of, or the unavailability, through a recognized system of
public dissemination of transaction information, of accurate price, volume or
related information in respect of (a) the reference shares or (b) any
options or futures contracts, or any options on such futures contracts,
relating to the reference shares if, in each case, in the determination of the
Calculation Agent, in its sole discretion, any such suspension, limitation or
unavailability is material.


 


For purposes of determining whether a market
disruption event has occurred:  (1) a
limitation on the hours or number of days of trading will not constitute a
market disruption event if it results from an announced change in the regular
business hours of the relevant exchange; (2) a decision permanently to
discontinue trading in the relevant options or futures contract will not
constitute a market disruption event; (3) limitations pursuant to New York
Stock Exchange Rule 80A—Index Arbitrage Trading Restrictions (or any
applicable rule or regulation enacted or promulgated by the New York Stock
Exchange, any other self-regulatory organization or the SEC of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations will constitute a market disruption event; (4) a suspension
of trading in an options contract on the reference shares by the primary
securities market trading in such options, if available, by reason of (x) a
price change exceeding limits set by such securities exchange or market, (y) an
imbalance of orders relating to such contracts or (z) a disparity in bid and
ask quotes relating to such contracts will constitute a suspension or material
limitation of trading in options contracts related to the reference shares
notwithstanding that such suspension or material limitation is less than two
hours; (5) a suspension, absence or material limitation of trading on the
primary securities market on which options contracts related to the reference
shares are traded will not include any time when such securities market is
itself closed for trading under ordinary circumstances; and (6) a “suspension
or material limitation” on an exchange or in a market will include a suspension
or material limitation of trading by one class


 


R-4

















 


of investors provided that such suspension continues for more than two
hours of trading or during the last one-half hour period preceding the close of
trading on the relevant exchange or market (but will not include limitations
imposed on certain types of trading under New York Stock Exchange Rule 80A
or any applicable rule or regulation enacted or promulgated by the New
York Stock Exchange, NASDAQ, any other self-regulatory organization or the SEC
of a similar scope or as a replacement for Rule 80A, as determined by the
Calculation Agent) and will not include any time when such exchange or market
is closed for trading as part of such exchange’s or market’s regularly
scheduled business hours.


 


Based on the information currently available to us, on
October 27, 1997, the New York Stock Exchange suspended all trading during
the one-half hour period preceding the close of trading pursuant to New York
Stock Exchange Rule 80B and, on each of September 11, 12, 13 and 14,
2001, the New York Stock Exchange suspended all trading for the entire day due
to certain terrorist activity.  If any
such suspension of trading occurred during the term of the Securities, it would
constitute a market disruption event. 
The existence or non-existence of these circumstances, however, is not
necessarily indicative of the likelihood of these circumstances arising or not
arising in the future.


 


Antidilution
Adjustments


 


General


 


The Calculation Agent will adjust
the Initial Share Price and the physical delivery amount if certain corporate
actions and other events described below (each of which, an “adjustment event”),
occur, and the Calculation Agent determines that such adjustment event has a
diluting or concentrative effect on the theoretical value of the reference
shares.  Set forth below are examples of
how adjustment events may lead to adjustments to the Initial Share Price and
the physical delivery amount.


 


Upon the occurrence of an
adjustment event that the Calculation Agent determines has a diluting or
concentrative effect on the theoretical value of the reference shares, for
purposes only of determining whether (i) the price of the reference shares
is less than or equal to the knock-in level and (ii) the final share price
is less than or equal to the Initial Share Price, the Calculation Agent will
typically adjust the Initial Share Price according to the following formula:


 


	
  adjusted
  initial share price  =  initial share price X

  	
  prior physical delivery amount

  	
   

  
	
  adjusted delivery amount

  	
   

  



 


The physical delivery amount will
be adjusted by the Calculation Agent as set forth in the specific examples
below.


 


The adjustments described below do
not cover all events that could affect the value of the Securities.


 


R-5

















 


Adjustments


 


If an adjustment event occurs and the Calculation Agent
determines that the event has a diluting or concentrative effect on the
theoretical value of the reference shares, the Calculation Agent will calculate
a corresponding adjustment to the Initial Share Price and the physical delivery
amount as the Calculation Agent determines appropriate to account for that
diluting or concentrative effect.  The
Calculation Agent will also determine the effective date of that adjustment,
and the replacement of the reference shares, if applicable, in the event of consolidation
or merger.  Upon making any such
adjustment, the Calculation Agent will give notice as soon as practicable to
the Trustee, stating the adjustment of the Initial Share Price and physical
delivery amount.


 


If more than one adjustment event occurs, the Calculation
Agent will make an adjustment for each such adjustment event in the order in
which they occur, and on a cumulative basis. 
Accordingly, having adjusted the Initial Share Price and the physical
delivery amount for the first such adjustment event, the Calculation Agent will
adjust the Initial Share Price and the physical delivery amount for the second
adjustment event, applying the required adjustment to the Initial Share Price
and the physical delivery amount as already adjusted for the first adjustment
event, and so on for each subsequent adjustment event.


 


The Calculation Agent will not have to adjust the Initial
Share Price and the physical delivery amount for any adjustment event unless the adjustment would result in a
change to the Initial Share Price or the physical delivery amount of at least
0.1% in the Initial Share Price or the physical delivery amount that would
apply without the adjustment.  The
Initial Share Price and the physical delivery amount resulting from any
adjustment would be rounded up or down, as appropriate, to, in the case of the
Initial Share Price, the nearest cent, and, in the case of the physical
delivery amount, the nearest thousandth, with one-half cent and five
ten-thousandths, respectively, being rounded upwards.


 


If an adjustment event requiring antidilution adjustment
occurs, the Calculation Agent will make any adjustments with a view to
offsetting, to the extent practical, any change in the Holders’ economic
position relative to the Securities that results solely from that event.  The Calculation Agent may, in its sole
discretion, modify any antidilution adjustments as necessary to ensure an
equitable result.


 


The Calculation Agent has sole discretion in making all
determinations with respect to antidilution adjustments, including any
determination as to whether an adjustment event requiring an antidilution
adjustment has occurred, as to the nature of the adjustment required and how it
will be made.  In the absence of manifest
error, those determinations will be conclusive for all purposes and will be
binding on the Holders and the Company, without any liability on the part of
the Calculation Agent.  Upon written
request, the Calculation Agent will provide information about any adjustments
it makes.


 


R-6

















 


Events requiring an antidilution
adjustment


 


The following is a list of adjustment events that may
require an antidilution adjustment:


 


(a)                                  a subdivision, consolidation
or reclassification of the reference shares or a free distribution or dividend
of any reference shares to existing holders of reference shares by way of
bonus, capitalization or similar issue;


 


(b)                                 a dividend or other
distribution to existing holders of reference shares of (i) the reference
shares, (ii) other share capital or securities granting the right to
payment of dividends equally or proportionately with such payments to holders
of the reference shares or (iii) any other type of securities, rights or
warrants in any case for payment (in cash or otherwise) at less than the
prevailing market price as determined by the Calculation Agent;


 


(c)                                  the declaration by the
issuer of the reference shares of an extraordinary or special dividend or other
distribution whether in cash or reference shares or other assets;


 


(d)                                 a repurchase of its common
stock by the issuer of the reference shares whether out of profits or capital
and whether the consideration for such repurchase is cash, securities or
otherwise;


 


(e)                                  a consolidation of the
issuer of the reference shares with another company or merger of the issuer of
the reference shares with another company; and


 


(f)                                    any other similar event that
may have a diluting or concentrative effect on the theoretical value of the
reference shares.


 


Certain adjustment events are discussed in
greater detail below.


 


Stock splits


 


A stock split is an increase in the
number of a corporation’s outstanding shares of stock without any change in its
stockholders’ equity.  As a result of a
stock split, each outstanding share will be worth less.


 


If the reference shares are subject to a stock split, the
Calculation Agent will adjust the physical delivery amount to equal the sum of
the prior physical delivery amount—i.e., the physical delivery amount before
that adjustment—and the product of (i) the number of additional shares
issued in the stock split with respect to each of the reference shares times (ii) the
prior physical delivery amount.


 


Reverse stock splits


 


A reverse stock split is a decrease in the number of a
corporation’s outstanding shares of stock without any change in its
stockholders’ equity.  As a result of a
reverse stock split, each outstanding share will be worth more.


 


If the reference shares are subject to a reverse stock
split, the Calculation Agent will adjust the physical delivery amount to equal
the product of the prior physical delivery amount and the quotient of (i) the
number of reference shares outstanding immediately after the reverse


 


R-7

















 


stock split becomes effective
divided by (ii) the number of reference shares outstanding immediately
before the reverse stock split becomes effective.


 


Stock dividends


 


In a stock dividend, a corporation issues additional shares
of its stock to all holders of its outstanding stock in proportion to the
shares they own.  As a result of a stock
dividend, each outstanding share will be worth less.


 


If the reference shares are subject to a stock dividend
payable in the reference shares, then the Calculation Agent will adjust the
physical delivery amount to equal the sum of the prior physical delivery amount
and the product of (i) the number of additional shares issued in the stock
dividend with respect to each of the reference shares times (ii) the prior
physical delivery amount.


 


Other dividends and distributions


 


If the issuer of the reference shares declares a dividend
to be distributed to holders of record of the reference shares as of a date
falling in the period that begins on the day immediately following the
Valuation Date and ends on the day immediately prior to the Maturity Date, any
such dividend will not be paid to Holders.


 


The physical delivery amount will not be adjusted to
reflect any dividends or distributions paid with respect to the reference
shares, other than (i) stock dividends described above; (ii) issuances
of transferable rights and warrants as described in “—Transferable rights and
warrants” below; and (iii) extraordinary dividends as described below.


 


A dividend or other distribution with respect to the
reference shares will be deemed to be an “extraordinary dividend” if its per
share value exceeds that of the immediately preceding non-extraordinary
dividend, if any, for the reference shares by an amount equal to at least
10.00% of the market price of the reference shares on the business day before
the extraordinary dividend date.  The ex
dividend date for any dividend or other distribution is the first day on which
the reference shares trade without the right to receive that dividend or
distribution.  If an extraordinary
dividend occurs, the Calculation Agent will adjust the physical delivery amount
to equal the product of (1) the prior physical delivery amount times (2) a
fraction, the numerator of which is the market price of the reference shares on
the business day before the ex dividend date and the denominator of which is
the amount by which that market price exceeds the extraordinary dividend
adjustment amount.  The “extraordinary
dividend adjustment amount” with respect to an extraordinary dividend for the reference
shares equals:  (i) for an
extraordinary dividend that is paid in lieu of a regular quarterly dividend,
the amount of the extraordinary dividend per share of the reference shares
minus the amount per share of the immediately preceding dividend, if any, that
was not an extraordinary dividend for the reference shares, or (ii) for an
extraordinary dividend that is not paid in lieu of a regular quarterly
dividend, the amount per share of the extraordinary dividend.


 


To the extent an extraordinary dividend is not paid in
cash, the value of the non-cash component will be determined by the Calculation
Agent.  A distribution on the reference
shares that is a dividend payable in the reference shares, an issuance of rights
or warrants or a spin-off


 


R-8

















 


event and that is also an
extraordinary dividend will result in an adjustment to the physical delivery
amount only as described in “Stock dividends” above, “Transferable rights and
warrants” below or “Reorganization events” below, as the case may be, and not
as described here.


 


Transferable rights and warrants


 


If the issuer of the reference shares issues transferable
rights or warrants to all holders of the reference shares to subscribe for or
purchase the reference shares at an exercise price per share that is less than
the market price of the reference shares on the business day before the
extraordinary dividend date for the issuance, then the physical delivery amount
will be adjusted by multiplying the prior physical delivery amount by the
following fraction:  (i) the
numerator will be the sum of the number of reference shares outstanding at the
close of business on the day before that ex dividend date and the total number
of additional reference shares offered for subscription or purchase under those
transferable rights or warrants, and (ii) the denominator will be the sum
of the number of reference shares outstanding at the close of business on the
day before that ex dividend date and the product of (1) the total number
of additional reference shares offered for subscription or purchase under the
transferable rights or warrants times (2) the exercise price of those
transferable rights or warrants divided by the market price on the business day
before that extraordinary dividend date.


 


Reorganization events


 


Each of the following may be a reorganization event:  (i) the reference shares are
reclassified or changed; (ii) the issuer of the reference shares has been
subject to a merger, consolidation or other combination and either is not the
surviving entity or is the surviving entity but all outstanding reference
shares are exchanged for or converted into other property; (iii) a
statutory share exchange involving outstanding reference shares and the
securities of another entity occurs, other than as part of an event described
above; (iv) the issuer of the reference shares effects a spin-off (i.e.,
issues to all holders of reference shares common stock equity securities of
another issuer) other than as part of an event described above; (v) the
issuer of the reference shares sells or otherwise transfers its property and
assets as an entirety or substantially as an entirety to another entity (each
of the events in clauses (i) through (v) above, a “merger event”); (vi) a
takeover offer, tender offer, exchange offer, solicitation, proposal or other
event by any entity or person that results in such entity or person purchasing,
or otherwise obtaining or having the right to obtain, by conversion or other
means, not less than a majority of the outstanding voting reference shares as
determined by the Calculation Agent, based upon the making of filings with
governmental or self-regulatory agencies or such other information as the
Calculation Agent deems relevant, which we refer to as a tender offer; (vii) the
exchange on which the reference shares trade announces that pursuant to the rules of
such exchange, the reference shares cease (or will cease) to be listed, traded
or publicly quoted on it for any reason (other than a merger event or tender
offer) and are not immediately re-listed, re-traded or re-quoted on another
major U.S. exchange or quotation system (a “delisting event”); and (viii) the
issuer of the reference shares is liquidated, dissolved or wound up or is
subject to a proceeding under any applicable bankruptcy, insolvency or other
similar law (each, an “insolvency event”).


 


R-9

















 


Adjustments for reorganization events


 


If a merger event occurs and a holder of the reference shares
that makes no election, vote or decision in connection with such merger event
would receive as full or partial consideration ordinary or common shares of any
person (other than the issuer of the reference shares) that are publicly
quoted, traded or listed on any major U.S. exchange or quotation system (the “new
shares”), then the Calculation
Agent will adjust the physical delivery amount so as to consist of the amount
and type of property distributed in the reorganization event in respect of the
prior physical delivery amount.  In this
instance, if more than one type of property is distributed, the physical
delivery amount will be adjusted so as to consist of each type of property
distributed, in a proportionate amount, so that the value of each type of
property comprising the new physical delivery amount as a percentage of the
total value of the new physical delivery amount equals the value of that type
of property as a percentage of the total value of all of the property
distributed in the reorganization event.


 


If a tender offer occurs, and the holder of the reference
shares can elect to receive new shares as full or partial consideration in
respect of such tender offer, then the Calculation Agent will adjust the
physical delivery amount in accordance with the preceding paragraph.


 


If a merger event occurs, and the consideration in respect
of such event does not consist in full or in part of new shares (or in the case
of a tender offer, a holder of the reference shares would not be able to elect
to receive in full or in part any new shares as consideration in respect of
such tender offer), then the Calculation Agent will accelerate the Maturity
Date to the day which is four business days after the approval date (as defined
below).  The amount payable at maturity
will be determined as described below under “Events of default and
acceleration.”  The approval date is the
closing date of a merger event or, in the case of a tender offer, the date on
which the person or entity making the tender offer acquires or acquires the
right to obtain the relevant percentage of reference shares.


 


If a delisting event or an insolvency event occurs, the
Calculation Agent will accelerate the Maturity Date to the day which is four
business days after the announcement date (as defined below).  On the Maturity Date, the Company will pay to
each Holder the physical delivery amount and for the purposes of such
calculation, the final share price will be deemed to be the closing price of
the reference shares on the business day immediately prior to the announcement
date.  The announcement date means, in
the case of a delisting event, the day of the first public announcement by the
relevant exchange that the reference shares will cease to trade or be publicly
quoted on such exchange, or, in the case of an insolvency event, the day of the
first public announcement of the institution of a proceeding or presentation of
a petition or passing of a resolution (or other analogous procedure in any
jurisdiction) that leads to an insolvency event with respect to the issuer of
the reference shares.


 


If a merger event or tender offer occurs, coupon payment
amounts will accrue on the Securities through the approval date and be paid on
the accelerated Maturity Date.  Such
coupon payments will be calculated using a 360-day year comprised of twelve 30-day
months.  If a delisting event or an
insolvency event occurs, the Company will pay all remaining scheduled unpaid
coupon payments due to a Holder through the scheduled Maturity Date on the
accelerated Maturity Date.


 


R-10

















 


For the purposes of making an adjustment required by a
reorganization event, the Calculation Agent will determine the value of each
type of property distributed in the distribution, in its sole discretion.  For any property distributed consisting of
new shares, the Calculation Agent will use the closing price of the new shares
on the approval date.  The Calculation
Agent may value other types of property in any manner it determines, in its
sole discretion, to be appropriate.  If a
holder of the common stock of the issuer of the reference shares elects to
receive different types or combinations of types of property in the
reorganization event, such property will consist of the types and amounts of
each type distributed to a holder that makes no election, as determined by the
Calculation Agent.


 


If a reorganization event occurs and the Calculation Agent
adjusts the physical delivery amount to consist of the property distributed in
the reorganization event as described above, the Calculation Agent will make
further antidilution adjustments for later events that affect such property, or
any component of such property, comprising the new physical delivery
amount.  The Calculation Agent will do so
to the same extent that it would make adjustments if the common stock of the
issuer of the reference shares was outstanding and was affected by the same
kinds of events.  If a subsequent
reorganization event affects only a particular component of the physical
delivery amount, the required adjustment will be made with respect to that
component, as if it alone were the physical delivery amount.  For example, if the issuer of the reference
shares merges into another company and each share of its common stock is
converted into the right to receive two new shares of the surviving company and
a specified amount of cash, the physical delivery amount will be adjusted to
consist of two new shares and the specified amount of cash per reference share.  The Calculation Agent will adjust the common
share component of the new physical delivery amount to reflect any later stock
split or other event, including any later reorganization event, that affects
the new shares, to the extent described in this section entitled “Antidilution
adjustments” as if the new shares were the common stock of the issuer of the
reference shares.  In that event, the
cash component will not be adjusted but will continue to be a component of the
physical delivery amount.  Consequently,
Holders who receive reference shares at maturity will be entitled to receive,
for each $1,000 of the outstanding principal amount of the Securities being
exchanged, all components of the physical delivery amount in effect on the
exchange date, with each component having been adjusted on a sequential and
cumulative basis for all relevant events requiring adjustment on or before the
exchange date.


 


If a reorganization event occurs,
the property distributed in the event will be substituted for the common stock
of the issuer of the reference shares as described above.  Consequently, references to the common stock
of the issuer of the reference shares mean any property that is distributed in
a reorganization event and comprises the adjusted physical delivery
amount.  Similarly, references to the
issuer of the reference shares mean any successor entity in a reorganization
event.


 


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


 


R-11

















 


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-12

















 


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-13