EXHIBIT 4.46


 


FORM OF SENIOR 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 senior 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.


 


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.


 


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].


 


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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] [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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