EXHIBIT 4.47


 


FORM OF SUBORDINATED DEBT SECURITY


 


FACE OF [NOTE] [DEBENTURE]


 


PRINCIPAL AMOUNT:  $ __________


CUSIP: __________


No.: ___________


 


[Unless
and until it is exchanged in whole or in part for [Notes] [Debentures] in
definitive registered form, this [Note] [Debenture] may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.]


 


CREDIT SUISSE


 


____% [Note]


 


[Sinking Fund Debenture]


 


Due __________


 


CREDIT
SUISSE, a corporation organized under the laws of, and duly licensed as a bank
in, Switzerland (the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________, or registered assigns, at the office or agency
of the Company in New York, New York, the principal sum of __________ dollars
on __________ , in the coin or currency of the United States, and to pay
interest, semi-annually on ___________ and __________ of each year, commencing ___________,
on said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this [Note] [Debenture], from the __________
or the __________, as the case may be, next preceding the date of this [Note]
[Debenture] to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this [Note] [Debenture], or unless no interest has
been paid or duly provided for on these [Notes] [Debentures], in which case
from __________, until payment of said principal sum has been made or duly
provided for; provided, that payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled
thereto as such address shall appear on the Security register or by wire
transfer as provided in the Indenture. 
Notwithstanding the foregoing, if the date hereof is after the ______
day of __________ or __________, as the case may be, and before the following ________
or ________, this [Note] [Debenture] shall bear interest from such ________ or ________
; provided, that if the Company shall default in the payment of interest
due on such _________ or ________, then this [Note] [Debenture] shall bear
interest from the next preceding ________ or ________, to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for
on these [Notes] [Debentures], from __________. 
The interest so payable on any _________ or _________ will, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the person in whose name this [Note] [Debenture] is registered at
the close of business on 


 

















 


the ________
or ________, as the case may be, next preceding such ________ or ________,
whether or not such day is a Business Day.


 


Reference is made to the further provisions of this
[Note] [Debenture] set forth on the reverse hereof.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


 


This [Note] [Debenture] 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.


 


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IN WITNESS WHEREOF, CREDIT SUISSE has caused this
[Note] [Debenture] to be duly executed.


 


	
   

  	
  CREDIT SUISSE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 


	
   

  	
  THE BANK OF NEW YORK MELLON

  
	
   

  	
  (formerly known as THE BANK OF NEW YORK),

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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REVERSE OF [NOTE] [DEBENTURE]


 


CREDIT SUISSE


 


____% [Note]


 


[Sinking Fund Debenture]


 


Due ____


 


This [Note] [Sinking Fund Debenture] is one of a duly
authorized issue of debentures, notes, bonds or other evidences of indebtedness
of the Company (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a subordinated
indenture dated as of _________, ______ (herein called the “Indenture”), duly
executed and delivered by the Company to The Bank of New York Mellon (formerly
known as The Bank of New York), as trustee (herein called 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 in the Indenture provided.  This [Note] [Debenture] is one of a series
designated as the ______% [Notes] [Sinking Fund Debentures] Due ______ of the
Company, limited in aggregate principal amount to $_________.


 


Interest will be computed on the basis of a 360-day
year of twelve 30-day months.  The
Company shall pay interest on overdue Principal and, to the extent lawful, on
overdue installments of interest at the rate per annum borne by this [Note]
[Debenture].  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.


 


In case an Event of Default (as defined in the
Indenture) with respect to the ______% [Notes] [Sinking Fund Debentures] Due ______
shall have occurred and be continuing, the Principal hereof and the interest
accrued hereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.


 


The Indenture contains provisions that provide 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 (or, if any Securities are Original
Issue Discount Securities, such portion of the Principal as then may be
accelerated) 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 (or, if any Securities are Original Issue Discount
Securities, such portion of the Principal as may then be accelerated) of the
outstanding Securities of all series affected thereby (all such series voting
as one class) by written notice to the Trustee may waive future compliance by
the Company with any provision of the Indenture or 


 


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the Securities of such series; 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
thereof or the rate of interest thereon (including any amount in respect of
original issue discount), 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, insolvency or similar proceeding, or change any place of payment
where, or the currency in which, any Principal or the interest thereon is
payable, modify any right to convert or exchange such Holder’s Security for
another security to the detriment of the Holder 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, or 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 amendments or waivers with the consent of
Holders 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.


 


It is also provided in the Indenture 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 


 


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otherwise provided with respect to such series or tranche pursuant to a
Board Resolution or a supplemental indenture establishing such series or
tranche.


 


The Company, for itself and its successors, and each
Holder, by accepting the [Notes] [Debentures], agrees that the payment of the
Principal of and interest on the [Notes] [Debentures] is subordinated, to the
extent and in the manner provided in the Indenture, to the right of payment in
full of all present and future Senior Indebtedness, and that the subordination
provisions in the Indenture are for the benefit of the Holders of Senior
Indebtedness.


 


No reference herein to the Indenture and no provision
of this [Note] [Debenture] or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
Principal of and interest on this [Note] [Debenture] in the manner, at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.


 


The [Notes] [Debentures] are issuable initially only
in registered form without coupons in denominations of [$2,000] or any integral
multiple of [$1,000] in excess thereof and are transferable and exchangeable 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.


 


[This [Note] [Debenture] will not be redeemable at the
option of the Company prior to maturity.] [This [Note] [Debenture] is
redeemable prior to maturity                 .]
[This Debenture is entitled to the benefits of a mandatory sinking fund as
follows:                  
]


 


Upon due presentment for registration of transfer of
this [Note] [Debenture] at the office or agency of the Company in the Borough
of Manhattan, The City of New York, a new [Note or Notes] [Debenture or
Debentures] of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


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] [Debenture] (whether or not this [Note] [Debenture] 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
Principal hereof and, subject to the provisions hereof, interest hereon, 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] [Debenture], 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.


 


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Terms used herein which are defined in the Indenture
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] [Debenture].


 


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] [Debenture] and all rights thereunder, hereby irrevocably
constituting and appointing ________________________________________________________________________________________
Attorney to transfer such [Note] [Debenture] 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]
  [Debenture] in every particular without alteration or enlargement or any
  change whatsoever.

  
			



 


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