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: 225434BC2

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL AMOUNT: $542,000

  
	
  NO. 1

  	
   

  






 


CREDIT SUISSE
(USA), INC.

Reverse Convertible Securities Linked to the Performance of Martin Marietta
Materials, Inc.

due May 25, 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 9.0% per annum on the
principal amount from May 26, 2006. The coupon payment will be payable
quarterly in arrears on August 25, 2006, November 25, 2006, February 25,
2007, and May 25, 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.



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IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed under its corporate seal.




	
  

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
  /s/ SHARON
  O’CONNOR

  
	
   

  	
   

  	
  Name:

  	
  Sharon O’Connor

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SIMON
  YATES

  
	
   

  	
   

  	
  Name: 

  	
  Simon Yates

  
	
   

  	
   

  	
  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:  May 26,
2006




	
  

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES
  HEANEY

  
	
   

  	
   

  	
  Name: 

  	
  James Heaney

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  






 



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[REVERSE OF NOTE]


CREDIT SUISSE
(USA), INC.

Reverse Convertible Securities Linked to the Performance of Martin Marietta
Materials, Inc.

due May 25, 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 Martin Marietta Materials, Inc. due May 25, 2007 (the “Note”).


A coupon will be payable on this Note of
9.0% per annum on the principal amount from May 26, 2006. The coupon
payment will be payable quarterly in arrears on August 25, 2006, November 25,
2006, February 25, 2007, and May 25, 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 



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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 $1,000 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.



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The Securities will not be redeemable at the option of
the Company prior to maturity.


The Company will not be required to pay any Additional
Amounts on the Securities.


Maturity
Date


The Maturity Date of the Securities is May 25, 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 May 25,
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 New York Stock Exchange (the “relevant
exchange”) is not less than the knock-in level, which is 80% of the Initial
Share Price, on any day from but not including May 23, 2006, which is the
initial setting date, to and including May 21, 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 May 23,
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 $87.75.


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 



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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.


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:





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.


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.



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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.


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;



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(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 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.



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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 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 



 R-8
 






 



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”).


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.



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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.


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




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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
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 



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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.



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FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto


	
  [PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE]

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING
  ZIP CODE, OF ASSIGNEE]

  
	
   

  
	
   

  
	
  the within Note and all rights thereunder, hereby
  irrevocably constituting and appointing

  
	
   

  
	
   

  	
  Attorney to 

  
	
  transfer such Note on the books of the Issuer, with
  full power of substitution in the premises.

  
	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:The signature to this assignment must
  correspond with the name as written upon the face of the within Note in every
  particular without alteration or enlargement or any change whatsoever.

  
					



 



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