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: 22541FDH6

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRINCIPAL
  AMOUNT: $2,000,000

  
	
  NO. 1

  	
   

  	
   

  



 


CREDIT SUISSE FIRST BOSTON (USA), INC.

ProNotes Linked to the Value of the Nikkei 225 Index


due October 30, 2009


 


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:  October 31,
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 the Nikkei 225 Index


due October 30, 2009


 


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 the Nikkei 225 Index due October 30,
2009 (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 October 30, 2009 (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 October 30, 2009 and the
fifth Business Day following the date on which the final index level is
calculated.


 


Redemption
Amount


 


The Company 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 index
return (the “redemption amount”).  The
index return is based on the difference between the final index level and the
initial index level, expressed as a percentage. 
How the index return will be calculated depends on whether the final
index level is greater than or less than or equal to the initial index level:


 


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


 


110%  *


	
  final index level – initial index level

  
	
  initial index level

  



 


Thus,
if the final index level is greater than the initial index level, the index
return will be a positive number multiplied by 1.10, and you will receive more
than the principal amount of your securities at redemption.


 


•                  If
the final index level is less than or equal to the initial index level, then
the index return will equal zero and the redemption amount will equal the
principal amount of the securities.


 


For purposes of
calculating the index return, the initial index level is 13395.02, the closing
level on the index business day immediately following the date the notes were
priced for initial sale to the public. 
The final index level will equal the arithmetic average of the closing
levels of the reference index on each of the valuation dates, subject to
postponement if a market disruption event occurs.


 


The “valuation dates” are
the 23rd day of each month from and including May 23, 2009
through and including October 23, 2009, which will be the final valuation
date, subject to a postponement if a market disruption event occurs on a
valuation date.


 


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The
“initial index level” will equal the closing level of the reference index on
the index business day immediately following the date the securities are priced
for initial sale.


 


The
“final index level” will equal the closing level of the reference index level
on the valuation dates, subject to a market disruption event.


 


The “reference
index level” will, on any relevant index business day, be the level of the
reference index determined by the calculation agent at the “valuation time,”
which is the time the index sponsor calculates the closing level of the
reference index on such index business day, as calculated and published by the
index sponsor, subject to an adjustment to the calculation of a reference
index, described below.


 


A “business
day” is any 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
or executive order to close.


 


An “index
business day” is any day that is (or, but for the occurrence of a market
disruption event, would have been) a day on which trading is generally
conducted on the exchanges and related exchanges (each as defined below), other
than a day on which one or more of the exchanges or related exchanges is
scheduled to close prior to its regular weekday closing time.  “Exchange” means the principal exchange on
which any stock underlying any reference index is traded.  “Related exchange” means any exchange on
which futures or options contracts relating to the reference index are traded.


 


A “market
disruption event” is, in respect of the reference index, the occurrence or
existence on any index business day during the one-half hour period that ends
at the relevant valuation time, of any suspension of or limitation imposed on
trading (by reason of movements in price exceeding limits permitted by the
relevant exchange or otherwise) on:


 


(a) the
exchanges in securities that comprise 20% or more of the level of the reference
index based on a comparison of (1) the portion of the level of the
reference index attributable to each security in which trading is, in the
determination of the calculation agent, materially suspended or materially
limited relative to (2) the overall level of the reference index, in the
case of (1) or (2) immediately before that suspension or limitation;


 


(b) a
related exchange in options contracts on the relevant reference index; or


 


(c) a
related exchange in futures contracts on the relevant reference index;


 


in the case of (a), (b) or
(c) if, in the determination of the calculation agent, such suspension or
limitation is material.


 


Market Disruption Events


 


If the calculation agent
determines that a market disruption event exists in respect of the reference
index on a valuation date, then the valuation date for the reference index will
be postponed to the first succeeding index business day on which the
calculation agent determines 


 


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that no
market disruption event exists in respect of the reference index, unless in
respect of the final valuation date the calculation agent determines that a
market disruption event exists in respect of the reference index on each of the
five index business days immediately following the scheduled final valuation
date.  In that case, (a) the fifth
succeeding index business day following the scheduled final valuation date will
be deemed to be the final valuation date for the reference index,
notwithstanding the market disruption event in respect of the reference index,
and (b) the calculation agent will determine the index level for the
reference index on that deemed final valuation date in accordance with the
formula for and method of calculating the reference index last in effect prior
to the commencement of the market disruption event in respect of the reference
index using exchange traded prices on the relevant exchanges (as determined by
the calculation agent in its sole and absolute discretion) or, if trading in
any security or securities comprising the reference index has been materially
suspended or materially limited, its good faith estimate of the prices that
would have prevailed on the exchanges (as determined by the calculation agent
in its sole and absolute discretion) but for the suspension or limitation, as
of the valuation time on that deemed final valuation date, of each such
security comprising the reference index (subject to the provisions described below).


 


In the event that a
market disruption event exists in respect of the reference index on the final
valuation date, the maturity date of the securities will be postponed to the
fifth business day following the day as of which the closing level on the final
valuation date for the reference index has been calculated.  No interest or other payment will be payable
because of any such postponement of the maturity date.


 


Adjustments to the calculation of the reference index


 


If the reference index is
(a) not calculated and announced by its sponsor but is calculated and
announced by a successor acceptable to the calculation agent or (b) 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 reference index, then the reference index 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 a
valuation date the index sponsor makes, in the determination of the calculation
agent, a material change in the formula for or the method of calculating the
reference index or in any other way materially modifies the reference index (other
than a modification prescribed in that formula or method to maintain the
reference index in the event of changes in constituent stocks and
capitalization and other routine events) or (y) on any valuation date the index
sponsor (or a successor sponsor) fails to calculate and announce the reference
index, then the calculation agent will calculate the redemption amount using,
in lieu of a published level for the reference index, the level for the
reference index as at the valuation time on the valuation date as determined by
the calculation agent in accordance with the formula for and method of
calculating the reference index last in effect prior to that change 


 


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or
failure, but using only those securities that comprised the reference index
immediately prior to that change or failure. 
Notice of adjustment of the reference 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.


 


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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