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: 22541FDL7

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL AMOUNT:
  $19,245,000

  
	
  NO. 1

  	
   

  






 


 


CREDIT SUISSE
FIRST BOSTON (USA), INC.

ProNotes Linked to the Value of a Basket of
Commodities


due December 22, 2008


 


CREDIT SUISSE FIRST BOSTON (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).


 


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.


 


This
Note will not pay interest.


 


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


 


	
   

  	
  CREDIT SUISSE FIRST BOSTON (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
  /s/ Peter Feeney 

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Peter Feeney

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON (USA), INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grace Koo 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Grace Koo

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December 21, 2005


 


	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tai B. Lee

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
					



 


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[REVERSE OF NOTE]


 


CREDIT SUISSE
FIRST BOSTON (USA), INC.

ProNotes Linked to the Value of a Basket of
Commodities


due December 22, 2008


 


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 ProNotes
Linked to the Value of a Basket of Commodities due December 22, 2008 (the
“Note”).


 


This Note will not pay interest.


 


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 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


 


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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 $10,000 or 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 December 22, 2008 (the “Maturity Date”);
however, if a market disruption event exists on the final valuation date, as
determined by the Calculation Agent, the Maturity Date will be the later of
December 22, 2008 and the fifth
Business Day following the date on which the final basket level is calculated.


 


Redemption Amount


 


We will redeem the securities at maturity for a
redemption amount in cash that will equal the principal amount of the securities
multiplied by the sum of 1 plus the basket return.  The basket return will be based on the
difference between the final basket level and the initial basket level.  How the basket return will be calculated
depends on whether the final basket level is greater than or less than or equal
to the initial basket level:


 


•                  If
the final basket level is greater than the initial basket level, then the
basket return will equal:


 


	
   

  	
  final basket level - initial basket level

  
	
  180% *

  	
  initial basket level

  
	
   

  	
   

  



 


Thus, if the final basket level is greater than the
initial basket level, the basket return will be a positive number, and you will
receive more than the principal amount of your securities at redemption.


 


•                  If
the final basket level is less than or equal to the initial basket level, then
the basket return will be zero, and you will receive only the principal amount
of your securities at redemption.


 


For purposes of calculating the basket return, the
final basket level on the valuation date will be equal to the sum of:


 


(i) the product of (x) .07, the weighting of the
Aluminum component in the basket, and (y) the closing level of Aluminum on the
valuation date divided by 2250.00, the closing level of Aluminum on December
16, 2005, the date the securities are priced for initial sale to the public;


 


(ii) the product of (x) .07, the weighting of the
Copper component in the basket, and (y) the closing level of Copper on the
valuation date divided by 4624.50, the closing level of Copper on December 16,
2005, the date the securities are priced for initial sale to the public;


 


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(iii) the product of (x) .15, the weighting of the
Crude Oil component in the basket, and (y) the closing level of Crude Oil on
the valuation date divided by 58.06, the closing level of Crude Oil on December
16, 2005, the date the securities are priced for initial sale to the public;


 


(iv) the product of (x) .05, the weighting of the Gold
component in the basket, and (y) the closing level of Gold on the valuation
date divided by 505.90, the closing level of Gold on December 16, 2005, the
date the securities are priced for initial sale to the public.


 


(v) the product of (x) .05, the weighting of the
Heating Oil component in the basket, and (y) the closing level of Heating Oil
on the valuation date divided by 173.20, the closing level of Heating Oil on
December 16, 2005, the date the securities are priced for initial sale to the
public;


 


(vi) the product of (x) .05, the weighting of the Lead
component in the basket, and (y) the closing level of Lead on the valuation
date divided by 1129.50, the closing level of Lead on December 16, 2005, the
date the securities are priced for initial sale to the public;


 


(vii) the product of (x) .10, the weighting of the
Natural Gas component in the basket, and (y) the closing level of Natural Gas
on the valuation date divided by 13.633, the closing level of Natural Gas on
December 16, 2005, the date the securities are priced for initial sale to the
public;


 


(viii)  the
product of (x) .06, the weighting of the Nickel component in the basket, and
(y) the closing level of Nickel on the valuation date divided by 13907.00, the
closing level of Nickel on December 16, 2005, the date the securities are
priced for initial sale to the public;


 


(ix) the product of (x) .05, the weighting of the
Unleaded Gasoline component in the basket, and (y) the closing level of
Unleaded Gasoline on the valuation date divided by 156.89, the closing level of
Unleaded Gasoline on December 16, 2005, the date the securities are priced for
initial sale to the public;


 


(x) the product of (x) .05, the weighting of the Zinc
component in the basket, and (y) the closing level of Zinc on the valuation
date divided by 1819.75, the closing level of Zinc on December 16, 2005, the
date the securities are priced for initial sale to the public;


 


(xi) the product of (x) .20, the weighting of the
GSCI-ER Agriculture Index component in the basket, and (y) the closing level of
GSCI-ER Agriculture Index on the valuation date divided by 59.688, the closing
level of GSCI-ER Agriculture Index on December 16, 2005, the date the
securities are priced for initial sale to the public; and


 


(xii) the product of (x) .10, the weighting of the
GSCI-ER Livestock Index component in the basket, and (y) the closing level of
GSCI-ER Livestock Index on the valuation date divided by 417.686, the closing
level of GSCI-ER Livestock Index on December 16, 2005, the date the securities
are priced for initial sale to the public.


 


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The ‘‘initial basket level’’ equals 1.0.


 


The ‘‘closing level’’ for each underlying commodity
and commodity index will be the price of such underlying commodity or value of
such commodity index at such time as described below.


 


The price of “Aluminum” is the official settlement
price of the third Wednesday dated front month futures contract for one metric
ton of High Grade Primary Aluminum, stated in U.S. dollars, as determined by
the London Metal Exchange.


 


The price of “Copper” is the official settlement price
of the third Wednesday dated front month futures contract for one metric ton of
Copper, stated in U.S. dollars, as determined by the London Metal Exchange.


 


The price of “Crude Oil” is the official settlement
price for one barrel of the first nearby WTI light sweet crude oil futures
contract, stated in U.S. dollars, as determined by the New York Mercantile
Exchange.


 


The price of “Gold” is the official settlement price
for one fine troy ounce of the most active nearby refined Gold futures
contract, stated in U.S. dollars as determined by the COMEX Division of the New
York Mercantile Exchange.


 


The price of “Heating Oil” is the official settlement
price for one gallon of the first nearby fungible No. 2 heating oil futures
contract, stated in U.S. dollars, as determined by the New York Mercantile
Exchange.


 


The price of “Lead” is the official settlement price
of the third Wednesday dated front month futures contract for one metric ton of
Lead, stated in U.S. dollars, as determined by the London Metal Exchange.


 


The price of “Natural Gas” is the official settlement
price for one MMBTU of the first nearby Henry Hub natural gas futures contract,
stated in U.S. dollars, as determined by the New York Mercantile Exchange.


 


The price of “Nickel” is the official settlement price
of the third Wednesday dated front month futures contract for one metric ton of
Nickel, stated in U.S. dollars, as determined by the London Metal Exchange.


 


The price of “Unleaded Gasoline” is the official
settlement price for one gallon of the first nearby Phase II complex model
reformulated gasoline futures contract, stated in U.S. dollars, as determined
by the New York Mercantile Exchange.


 


The price of “Zinc” is the official settlement price
of the third Wednesday dated front month futures contract for one metric ton of
Special High Grade Zinc, stated in U.S. dollars, as determined by the London
Metal Exchange.


 


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The price of the “GSCI-ER Agriculture Index” is the
value of the GSCI Agriculture Excess Return Index as published on Reuters.


 


The price of the “GSCI-ER Livestock Index” is the
value of the GSCI Livestock Excess Return Index as published on Reuters.


 


The “valuation date” will be December 17, 2008;
however, if the calculation agent determines that on the valuation date a
market disruption event exists, then the valuation date will be postponed to
the first succeeding business day on which the calculation agent determines
that no market disruption event exists, unless the calculation agent determines
that a market disruption event exists on each of the five business days
immediately following the valuation date. 
In that case, the fifth business day after the original valuation date
will be deemed to be the valuation date notwithstanding the existence of a
market disruption event, and the calculation agent will determine the basket
level for the valuation date on that fifth succeeding business day.


 


A ‘‘business day’’ is any day on which the relevant
futures contract or commodity index is published and on which the offices of
Goldman, Sachs & Co. in New York, New York are open for business.


 


A ‘‘market disruption event’’ is the occurrence on any
date or any number of consecutive dates of any one or more of the following
circumstances:  (a) the termination or
suspension of, or material limitation or disruption for at least two hours in
the trading of a commodity or a futures contract thereon included in the underlying
basket or any commodity or a futures contract thereon underlying the GSCI-ER
Livestock Index or GSCI-ER Agriculture Index that prevents the relevant
exchange on which such commodity is traded from establishing an official
settlement price for such commodity or contract as of a regularly scheduled
settlement time; (b) the settlement price for any commodity or a futures
contract thereon included in the underlying basket or commodity underlying the
GSCI-ER Livestock Index or GSCI-ER Agriculture Index is a ‘‘limit price,’’
which means that such settlement price for a day has increased or decreased
from the previous day’s settlement price by the maximum amount permitted under
applicable exchange rules; (c) failure by the applicable exchange or other
price source to announce or publish the settlement price for any commodity or a
futures contract thereon included in the underlying basket or commodity
underlying the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index; and
(d) failure of Goldman, Sachs & Co. to publish the value for the GSCI-ER
Livestock Index or the GSCI-ER Agriculture Index, subject to certain
adjustments described below.


 


Market
Disruption Events


 


If the calculation agent determines that a market
disruption event exists in respect of a commodity included in the underlying basket
or the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index (together the ‘‘basket
components’’), then the valuation date for such basket component will be
postponed to the first succeeding business day on which the calculation agent
determines that no market disruption event exists, unless the calculation agent
determines that a market disruption event exists on each of the five business
days immediately


 


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following
the valuation date.  In that case, (a)
the fifth succeeding business day after the original valuation date will be
deemed to be the valuation date, notwithstanding the market disruption event,
and (b) the calculation agent will determine the settlement price for such
basket component in a commercially reasonable manner.  The valuation date for each basket component
not affected by a market disruption event will be the scheduled valuation date.


 


In the event that a market disruption event exists on
the valuation date, the maturity date of the securities will be the later of
December 22, 2008 and the fifth business day following the day on which the
final basket level is calculated.  No
interest or other payment will be payable because of any such postponement of
the maturity date.


 


Adjustments to the calculation of the
GSCI-ER Livestock Index or the GSCI-ER Agriculture Index


 


If either the GSCI-ER Livestock Index or the GSCI-ER
Agriculture Index is not calculated and announced by Goldman, Sachs & Co.
but (a) is calculated and announced by a successor acceptable to the
calculation agent or (b) is replaced by a successor index using, in the
determination of the calculation agent, the same or a substantially similar
formula for and method of calculation as used in the calculation of the GSCI-ER
Livestock Index or GSCI-ER Agriculture Index, as the case may be, then the
GSCI-ER Livestock Index or GSCI-ER Agriculture Index, as applicable, will be
deemed to be the index so calculated and announced by that successor sponsor or
that successor index, as the case may be.


 


Upon any selection by the calculation agent of a
successor index, the calculation agent will cause notice to be furnished to us
and the trustee, which will provide notice of the selection of the successor
index to the registered holders of the securities in the manner set forth
below.


 


If (x) on or prior to the valuation date Goldman,
Sachs & Co. makes, in the determination of the calculation agent, a
material change in the formula for or the method of calculating the GSCI-ER
Livestock Index or the GSCI-ER Agriculture Index or in any other way materially
modifies the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index or (y) on
the valuation date Goldman, Sachs & Co. (or a successor sponsor) fails to
calculate and announce the GSCI-ER Livestock Index or the GSCI-ER Agriculture
Index and there is no comparable index available, then the calculation agent
will calculate the redemption amount using, in lieu of a published level for
the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index, as the case may
be, the level for the index as on the valuation date as determined by the
calculation agent in accordance with the formula for and method of calculating
the GSCI-ER Livestock Index or the GSCI-ER Agriculture Index, as the case may be,
last in effect prior to that change or failure, but using only those
commodities that comprised the GSCI-ER Livestock Index or the GSCI-ER
Agriculture Index, as the case may be, immediately prior to that change or
failure.  Notice of adjustment of the GSCI-ER
Livestock Index or the GSCI-ER Agriculture Index will be provided by the
trustee in the manner set forth below.


 


All determinations made by the calculation agent will
be at the sole discretion of the calculation agent and will be conclusive for
all purposes and binding on us and the beneficial owners of the securities,
absent manifest error.


 


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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
Indenture) will be determined by the Calculation Agent and will equal, for each
Note, the arithmetic average, as determined by the Calculation Agent, of the
fair value of the Securities as determined by at least three but not more than
five broker-dealers (which may include Credit Suisse First Boston LLC or any of
the Company’s other subsidiaries or affiliates) as will make such fair value
determination 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 First Boston 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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