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:  22541LBF9

  
PRINCIPAL AMOUNT: $7,969,000

  
	
   

  	
   

  
	
  CREDIT SUISSE FIRST BOSTON (USA), INC.

  ProNotes Linked to the Value of a Global Basket of Indices

  due January 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/ 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.

ProNotes Linked to the Value of a Global Basket of Indices


due January 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 a Global Basket of Indices due January 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 January 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 March 31, 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

  	
   

  
	
  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 equal zero and the redemption amount will equal the principal
amount of the securities.


 


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 


 


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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.


 


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:


 


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(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 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.


 


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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 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.


 


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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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