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 NO. 1

  	
  CUSIP: 22541LBG7

  

  

  PRINCIPAL AMOUNT: $7,242,000

  



 


CREDIT SUISSE FIRST
BOSTON (USA), INC.

Buffered Accelerated Return Equity
Securities (BARES)


due
January 30, 2009


Linked to the Value of a
Global Basket of Equity Indices


 


 


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/ John A. Ehinger

  	
   

  
	
   

  	
   

  	
  Name: John A. Ehinger

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Peter Feeney

  	
   

  
	
   

  	
   

  	
  Name: Peter Feeney

  
	
   

  	
   

  	
  Title: Treasurer

  



 


 


CERTIFICATE OF
AUTHENTICATION


 


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


 


Dated:  July 29, 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.

Buffered Accelerated Return Equity
Securities (BARES)


due January 30, 2009


Linked to the Value of a
Global Basket of Equity Indices


 


 


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 Buffered Accelerated Return Equity
Securities (BARES) due January 31, 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


 


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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 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


 


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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.


 


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 January 20, 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 January 30, 2009
and the fifth Business Day following the date on which the final basket 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 basket return (the “redemption amount”).  The basket return is based on the difference
between the final basket level and the initial basket level, expressed as a
percentage.  How the basket return will
be calculated depends on whether the final basket level is greater than, 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

  
	
   

  	
  150% *

  	
   

  	
  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, but
is greater than or equal to 80% of the initial basket level, then the basket
return will equal zero and the redemption amount will equal the principal
amount of the securities.


 


•                  If
the final basket level is less than 80% of the initial basket level, then the
return will equal:


 


	
  final basket level –
  (80% * initial basket level)

  
	
  initial basket level

  



 


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Thus,
if the final basket level is less than 80% of the initial basket level, the
basket return will be a negative number, and you will receive less than the
principal amount of your securities at redemption.


 


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


 


(i)                                     the
product of (x) .3333, the weighting of the Nikkei 225 Index in the basket, and
(y) the closing level of the Nikkei 225 Index on that valuation date divided by
11,762.65, the closing level of the Nikkei 225 Index on the index business day
immediately following the date the securities are priced for initial sale to
the public;


 


(ii)                                  the
product of (x) .3333, the weighting of the Hang Seng Index in the basket, and
(y) the closing level of the Hang Seng Index on that valuation date divided by
14,794.03, the closing level of the Hang Seng Index on the index business day
immediately following the date the securities are priced for initial sale to
the public; and


 


(iii)                             the
product of (x) .3333, the weighting of the MSCI Taiwan Index in the basket, and
(y) the closing level of the MSCI Taiwan Index on that valuation date divided
by 268.92, the closing level of the MSCI Taiwan Index on the index business day
immediately following the date the securities are priced for initial sale to
the public.


 


The “initial basket level” equals 1.0.


 


The “final level” for each
reference index will equal the closing level of such reference index on a
valuation date.


 


The “final basket level” will equal the arithmetic
average of the basket levels on the valuation dates.


 


The “valuation dates” are the 23rd day of
each month from and including August 23, 2008 through and including January 23,
2009, which will be the final valuation date, subject to a postponement if a
market disruption event occurs on a valuation date.


 


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


 


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


 


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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 indices are
traded.


 


A “market disruption event” is, in respect of any
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 relevant 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 a reference
index on a valuation date, then the valuation date for such reference index
will be postponed to the first succeeding index business day on which the
calculation agent determines that no market disruption event exists in respect
of such reference index, unless in respect of the final valuation date the
calculation agent determines that a market disruption event exists in respect
of such 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 such
reference index, notwithstanding the market disruption event in respect of such
reference index, and (b) the calculation agent will determine the index level
for that reference index on that deemed final valuation date in accordance with
the formula for and method of calculating that reference index last in effect
prior to the commencement of the market disruption event in respect of such
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 such reference index has been
materially suspended or


 


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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 such reference index (subject to the provisions described below).  The valuation date for each reference index
not affected by a market disruption event shall be the scheduled valuation
date.


 


In the event that a
market disruption event exists in respect of a 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 each 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
indices


 


If any of the reference
indices 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 such reference index, then such 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 any index sponsor makes, in the determination of the calculation
agent, a material change in the formula for or the method of calculating a
reference index or in any other way materially modifies a reference index
(other than a modification prescribed in that formula or method to maintain
such reference index in the event of changes in constituent stocks and
capitalization and other routine events) or (y) on any valuation date an index
sponsor (or a successor sponsor) fails to calculate and announce a reference
index, then the calculation agent will calculate the redemption amount using, in
lieu of a published level for such reference index, the level for such
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 such reference index last in effect prior to that change or
failure, but using only those securities that comprised such reference index
immediately prior to that change or failure. 
Notice of adjustment of such 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


 


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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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