Exhibit
4.09


[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: 
  225434DC0

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL AMOUNT: $ 1,000,000

  
	
  NO. 1 

  	
   

  



 


CREDIT SUISSE (USA), INC.

Reverse Convertible Securities Linked to the Value of a Basket of Equities


due October 31, 2007


CREDIT SUISSE (USA), INC., a Delaware corporation (the
“Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, at the office or agency of the Company in New
York, New York, the Redemption Amount (as defined on the reverse hereof) on the
Maturity Date (as defined on the reverse hereof), in the coin or currency of
the United States and to pay a coupon of 14.25% per annum on the
principal amount from October 31, 2006. 
The coupon payment will be payable quarterly in arrears on January 31,
2007, April 30, 2007, July 31, 2007 and October 31, 2007.


Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture referred to on the reverse
hereof.



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


	
  

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
    /s/ Peter Feeney

  
	
   

  	
   

  	
  Name:

  	
  Peter Feeney

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grace Koo

  
	
   

  	
   

  	
  Name:

  	
  Grace Koo

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


 


CERTIFICATE OF AUTHENTICATION


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


Dated:  October
31, 2006


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as successor Trustee to

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van K. Brown

  	
   

  
	
   

  	
  Name:

  	
  Van K. Brown

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 



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[REVERSE OF NOTE]


CREDIT SUISSE
(USA), INC.

Reverse Convertible Securities Linked to the Value of a Basket of Equities

due October 31, 2007


This Note is one
of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a senior indenture,
dated as of June 1, 2001 (the “Indenture”), between the Company and the Bank of
New York (the “Trustee”), as successor Trustee to JPMorgan Chase Bank, to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company, and the Holders of the
Securities.  The Securities may be issued
in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any) and may otherwise vary as provided in the Indenture.  This Note is one of a series designated as
the Reverse Convertible Securities Linked to the Value of a Basket of Equities
due October 31, 2007 (the “Note”).


A coupon will be payable on this Note of
14.25% per annum on the principal amount from October 31, 2006.  The coupon payment will be payable quarterly
in arrears on January 31, 2007, April 30, 2007, July 31, 2007 and October 31,
2007.


This Note is payable in the manner, with the effect
and subject to the conditions provided in the Indenture.


If a payment date is not a business day as defined in
the Indenture at a place of payment, payment may be made at that place on the
next succeeding day that is a business day, and no interest shall accrue for
the intervening period.


The Indenture provides that, without prior notice to
any Holders, the Company and the Trustee may amend the Indenture and the Securities
of any series with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of all series affected by such
amendment (all such series voting as one class), and the Holders of a majority
in principal amount of the outstanding Securities of all series affected
thereby (all such series voting as one class) may waive future compliance by
the Company with any provision of the Indenture or the Securities of such
series by written notice to the Trustee; provided that, without the consent of
each Holder of the Securities of each series affected thereby, an amendment or
waiver, including a waiver of past defaults, may not: (i) extend the stated
maturity of the Principal of, or any sinking fund obligation or any installment
of interest on, such Holder’s Security, or reduce the principal amount thereof
or the rate of interest thereon (including any amount in respect of original
issue discount), or any premium payable with respect thereto, or adversely
affect the rights of such Holder under any mandatory redemption or repurchase
provision or any right of redemption or repurchase at the option of such
Holder, or reduce the amount of the Principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof or the amount thereof provable in bankruptcy, or



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change any place of
payment where, or the currency in which, any Security of such series or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the due date therefor;
(ii) reduce the percentage in principal amount of outstanding Securities of the
relevant series the consent of whose Holders is required for any such
supplemental indenture, for any waiver of compliance with certain provisions of
the Indenture or certain Defaults and their consequences provided for in the
Indenture; (iii) waive a Default in the payment of Principal of or interest on
any Security of such Holder; or (iv) modify any of the provisions of the
Indenture governing supplemental indentures with the consent of Securityholders
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Security affected thereby.


The Indenture provides that, subject to certain
conditions, the Holders of at least a majority in principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the
Principal as is then accelerable) of the outstanding Securities of all series
affected (voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Security or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default with respect to the Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of the Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.


The Indenture provides that a series of Securities may
include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a Periodic Offering. 
The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the
Securities within each such tranche shall have identical terms, including
authentication date and public offering price. 
Notwithstanding any other provision of the Indenture, subject to certain
exceptions, with respect to sections of the Indenture concerning the execution,
authentication and terms of the Securities, redemption of the Securities,
Events of Default of the Securities, defeasance of the Securities and amendment
of the Indenture, if any series of Securities includes more than one tranche,
all provisions of such sections applicable to any series of Securities shall be
deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided
with respect to such series or tranche pursuant to a board resolution or a
supplemental indenture establishing such series or tranche.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Redemption Amount of
this Note in the manner, at the place, at the time and in the coin or currency
herein prescribed.


The Securities are issuable initially only in
registered form without coupons in denominations of $10,000 and any integral
multiples of $5,000 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 31, 2007 (the “Maturity Date”);
however, if a market disruption event exists in respect of a basket component
on the Valuation Date, as determined by the Calculation Agent, the Maturity
Date will be the later of October 31,
2007, and the third business day following the date on which the closing price
for the basket component is calculated.


Redemption
Amount


The Company will redeem the Securities at maturity for
a redemption amount (the “redemption amount”) that will be based on the
performance of an equally weighted basket of seven reference shares (the “basket
components”), on any day from but not including October 26, 2006, which is the
initial setting date, to and including October 25, 2007 (the “Valuation Date”
and such period, the “relevant period”). The redemption amount at maturity will
equal the sum of the delivery amounts for each basket component, and may
consist of cash, shares or a combination of cash and shares. The delivery
amount for each basket component is calculated as follows:


(1)                                  If
the closing price of the basket component on its relevant exchange is not less
than its knock-in level, which is 70% of the Initial Share Price for such basket
component, on any day during the relevant period, the delivery amount for that
basket component will be the cash delivery amount.  The cash delivery amount is a cash payment
equal to the principal amount of the Securities multiplied by the weighting of
that basket component.


(2)                                  If
(i) the closing price of the basket component on its relevant exchange is less
than its knock-in level on any day during the relevant period and (ii) the
closing price of the basket component on its relevant exchange on the valuation
date (the “Final Share Price”) is greater than or equal to the Initial Share
Price, the delivery amount for that basket component will be the cash delivery
amount.


(3)                                Otherwise,
the delivery amount for that basket component will be the physical delivery
amount.  The physical delivery amount is
the number of shares of such basket component equal to the principal amount of
the Securities divided by the Initial Share Price for such basket component,
and multiplied by the weighting of that basket component.  The market value of the physical delivery
amount will be less than the principal amount of the Securities and may be
zero.



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  Basket Component

  	
   

  	
  Relevant Exchange

  	
   

  	
  Weighting

  	
   

  	
  Initial Share Price

  	
   

  
	
  Nutri/System,
  Inc.

  	
   

  	
  Nasdaq

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  64.17

  	
   

  
	
  Nasdaq Stock
  Market, Inc.

  	
   

  	
  Nasdaq

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  37.30

  	
   

  
	
  Hansen Natural
  Corporation

  	
   

  	
  Nasdaq

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  33.48

  	
   

  
	
  eBay Inc.

  	
   

  	
  Nasdaq

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  32.78

  	
   

  
	
  Bill Barrett
  Corporation

  	
   

  	
  NYSE

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  29.10

  	
   

  
	
  Gold Fields Ltd.

  	
   

  	
  NYSE

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  17.51

  	
   

  
	
  Eagle Materials, Inc.

  	
   

  	
  NYSE

  	
   

  	
  14.29

  	
  %

  	
  $

  	
  37.90

  	
   

  






 


A “business day” means a day, other than a Saturday,
Sunday or a day on which banking institutions in New York, New York are
generally authorized or obligated by law, regulation or executive order to
close and that is also a Trading Day.


A “trading day” means any day, as determined by the
Calculation Agent, on which trading is generally conducted for a basket
component (or, but for the occurrence of a market disruption event, would have
been generally conducted) on the relevant exchange and for options and other
derivative instruments on the basket component on the Chicago Mercantile
Exchange and the Chicago Board Options Exchange, which we refer to collectively
as the related exchanges, other than a day on which the relevant exchange or
the related exchanges are scheduled to close prior to their regular weekday
closing time.


Market
Disruption Events


For each basket component, or, in the case of a basket
component that is ADRs, for both the basket component and the underlying
ordinary shares represented by such basket component, if no Final Share Price
is available on the Valuation Date because of a market disruption event, as
determined by the Calculation Agent in its sole discretion, the Calculation
Agent may postpone the calculation of the Final Share Price until the earlier
of the date such market disruption event has ceased or three trading days after
the Valuation Date, as the case may be. 
On such third trading day, in the event there still exists a market disruption
event, the Calculation Agent will determine the Final Share Price using its
good faith estimate of the value for such basket component as of the closing
time on the relevant exchange on such date. 
If a market disruption event exists on the Valuation Date, the Maturity
Date of the Securities will be the later of the original maturity date and the
third business day following the day on which the Final Share Price is
calculated. No interest will accrue or other payment be payable because of any
postponement of the Maturity Date.  The
Valuation Date for each basket component not affected by a market disruption
event will be the scheduled valuation date.


A “market disruption event” means the occurrence or
existence of any suspension of or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by any relevant exchange or
market or otherwise) of, or the unavailability, through a recognized system of
public dissemination of transaction information, of accurate price, volume or
related



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information in respect of
(a) a basket component, (b) any options or futures contracts, or any options on
such futures contracts, relating to the shares of a basket component, or (c) in
the case of a basket component that is ADRs, the underlying ordinary shares
represented by such ADRs or any options or futures contracts, or any options on
such futures contracts, relating to such underlying ordinary shares, if, in
each case, in the determination of the Calculation Agent, in its sole discretion,
any such suspension, limitation or unavailability is material.


For purposes of determining whether a market
disruption event has occurred for a basket component: (1) a limitation on the
hours or number of days of trading will not constitute a market disruption
event if it results from an announced change in the regular business hours of
the relevant exchange; (2) a decision permanently to discontinue trading in the
relevant options or futures contract will not constitute a market disruption
event; (3) limitations pursuant to New York Stock Exchange Rule 80A—Index
Arbitrage Trading Restrictions (or any applicable rule or regulation enacted or
promulgated by the New York Stock Exchange, any other self-regulatory
organization or the SEC of similar scope as determined by the Calculation
Agent) on trading during significant market fluctuations will constitute a
market disruption event; (4) a suspension of trading in an options contract on
the shares of a basket component by the primary securities market trading in
such options, if available, by reason of (x) a price change exceeding limits
set by such securities exchange or market, (y) an imbalance of orders relating
to such contracts or (z) a disparity in bid and ask quotes relating to such
contracts will constitute a suspension or material limitation of trading in
options contracts related to the shares of a basket component notwithstanding
that such suspension or material limitation is less than two hours; (5) a
suspension, absence or material limitation of trading on the primary securities
market on which options contracts related to the shares of a basket component
is traded will not include any time when such securities market is itself
closed for trading under ordinary circumstances; and (6) a “suspension or
material limitation” on an exchange or in a market will include a suspension or
material limitation of trading by one class of investors provided that such
suspension continues for more than two hours of trading or during the last
one-half hour period preceding the close of trading on the relevant exchange or
market (but will not include limitations imposed on certain types of trading
under New York Stock Exchange Rule 80A or any applicable rule or regulation
enacted or promulgated by the New York Stock Exchange, NASDAQ, any other
self-regulatory organization or the SEC of a similar scope or as a replacement
for Rule 80A, as determined by the Calculation Agent) and will not include any
time when such exchange or market is closed for trading as part of such
exchange’s or market’s regularly scheduled business hours.


Antidilution
Adjustments


General


For each basket component, the Calculation Agent will
adjust the Initial Share Price and the physical delivery amount if certain
corporate actions and other events described below (each of which, an “adjustment
event”), occur, and the Calculation Agent determines that such adjustment event
has a diluting or concentrative effect on the theoretical value of the basket
component.  Set forth below are examples
of how adjustment events may lead to adjustments to the Initial Share Price and
the physical delivery amount.



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For purposes of the antidilution adjustments described
herein, for any basket component that is an ADR, the Calculation Agent will
make the specified antidilution adjustments if an adjustment event occurs with
respect to the ordinary shares underlying the reference shares (as if those
underlying shares were the reference shares for purposes of the antidilution
adjustments) and also if the number of ordinary shares represented by one
reference share changes from its current ratio of one ordinary share to one
reference share.


For each basket component, upon the occurrence of an
adjustment event that the Calculation Agent determines has a diluting or
concentrative effect on the theoretical value of the basket component, for
purposes only of determining whether (i) the closing price of the basket
component is less than the knock-in level and (ii) the Final Share Price is
less than the Initial Share Price, the Calculation Agent will typically adjust
the Initial Share Price according to the following formula:





and may, when appropriate, also adjust the knock in level.


The physical delivery amount will be adjusted by the
Calculation Agent as set forth in the specific examples below.


The adjustments described below do not cover all events
that could affect the value of the Securities.


Adjustments


For each basket component, if an adjustment event occurs
and the Calculation Agent determines that the event has a diluting or
concentrative effect on the theoretical value of such basket component, the
Calculation Agent will calculate a corresponding adjustment to the Initial
Share Price and the physical delivery amount as the Calculation Agent
determines appropriate to account for that diluting or concentrative effect.
The Calculation Agent will also determine the effective date of that
adjustment, and the replacement of such basket compponent, if applicable, in
the event of consolidation or merger. Upon making any such adjustment, the
Calculation Agent will give notice as soon as practicable to the Trustee,
stating the adjustment of the Initial Share Price and physical delivery amount.


If more than one adjustment event occurs, the Calculation
Agent will make an adjustment for each such adjustment event in the order in
which they occur, and on a cumulative basis. 
Accordingly, having adjusted the Initial Share Price and the physical
delivery amount for the first such adjustment event, the Calculation Agent will
adjust the Initial Share Price and the physical delivery amount for the second
adjustment event, applying the required adjustment to the Initial Share Price
and the physical delivery amount as already adjusted for the first adjustment
event, and so on for each subsequent adjustment event.


The Calculation Agent will not have to adjust the Initial
Share Price and the physical delivery amount for any adjustment event unless the adjustment would result in a
change to the



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Initial Share Price or the physical delivery amount of at
least 0.1% in the Initial Share Price or the physical delivery amount that
would apply without the adjustment.  The
Initial Share Price and the physical delivery amount resulting from any
adjustment would be rounded up or down, as appropriate, to, in the case of the
Initial Share Price, the nearest cent, and, in the case of the physical
delivery amount, the nearest thousandth, with one-half cent and five
ten-thousandths, respectively, being rounded upwards.


If an adjustment event requiring antidilution adjustment
occurs, the Calculation Agent will make any adjustments with a view to
offsetting, to the extent practical, any change in the Holders’ economic
position relative to the Securities that results solely from that event.  The Calculation Agent may, in its sole
discretion, modify any antidilution adjustments as necessary to ensure an
equitable result.


The Calculation Agent has sole discretion in making all
determinations with respect to antidilution adjustments, including any
determination as to whether an adjustment event requiring an antidilution
adjustment has occurred, as to the nature of the adjustment required and how it
will be made.  In the absence of manifest
error, those determinations will be conclusive for all purposes and will be
binding on the Holders and the Company, without any liability on the part of
the Calculation Agent.  Upon written
request, the Calculation Agent will provide information about any adjustments
it makes.


Events requiring an antidilution
adjustment


The following is a list of adjustment events that may
require an antidilution adjustment:


(a)                                  a subdivision, consolidation
or reclassification of the shares of one or more basket components or a free
distribution or dividend of the shares of one or more basket components to existing
holders of reference shares by way of bonus, capitalization or similar issue;


(b)                                 a dividend or other
distribution to existing holders of the shares of one or more basket components
of (i) shares of the basket component, (ii) other share capital or securities
granting the right to payment of dividends equally or proportionately with such
payments to holders of the shares of such basket component or (iii) any other
type of securities, rights or warrants in any case for payment (in cash or
otherwise) at less than the prevailing market price as determined by the
Calculation Agent;


(c)                                  the declaration by one or
more of the issuers of the basket components of an extraordinary or special
dividend or other distribution whether in cash or shares of such basket
component or other assets;


(d)                                 a repurchase of its common
stock by one or more of the issuers of the basket components whether out of
profits or capital and whether the consideration for such repurchase is cash,
securities or otherwise;


(e)                                  a consolidation of the
issuers of one or more of the basket components with another company or merger
of one or more of the issuers of the basket components with another company;



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(f)                                    a change by the issuer of a
basket component that is an ADR of the ratio of underlying ordinary shares
represented by one ADR; and


(g)                                 any other similar event that
may have a diluting or concentrative effect on the theoretical value of one or
more of the basket components.


Certain
adjustment events are discussed in greater detail below.


Stock splits


A stock split is an increase in the number of a corporation’s
outstanding shares of stock without any change in its stockholders’ equity.


If the reference shares are subject to a stock split, the
Calculation Agent will adjust the physical delivery amount to equal the sum of
the prior physical delivery amount—i.e., the physical delivery amount before
that adjustment—and the product of (i) the number of additional shares issued
in the stock split with respect to each of the shares of such basket component
multiplied by (ii) the prior physical delivery amount.


Reverse stock splits


A reverse stock split is a decrease in the number of a
corporation’s outstanding shares of stock without any change in its
stockholders’ equity.


For each basket component, if the shares of such basket
component are subject to a reverse stock split, the Calculation Agent will
adjust the physical delivery amount to equal the product of the prior physical
delivery amount and the quotient of (i) the number of shares of such basket
component outstanding immediately after the reverse stock split becomes
effective divided by (ii) the number of shares of such basket component
outstanding immediately before the reverse stock split becomes effective.


Stock dividends


In a stock dividend, a corporation issues additional shares
of its stock to all holders of its outstanding stock in proportion to the
shares they own.


For each basket component, if the shares of such basket
component are subject to a stock dividend payable in the reference shares, then
the Calculation Agent will adjust the physical delivery amount to equal the sum
of the prior physical delivery amount and the product of (i) the number of
additional shares issued in the stock dividend with respect to each of the
shares of such basket component multiplied by (ii) the prior physical delivery
amount.


Other dividends and distributions


If one or more of the issuers of the basket components
declares a dividend to be distributed to holders of record of the shares of
such basket component as of a date falling in the period that begins on the day
immediately following the Valuation Date and ends on the day immediately prior
to the Maturity Date, any such dividend will not be paid to Holders.



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The physical delivery amount will not be adjusted to
reflect any dividends or distributions paid with respect to shares of such
basket component, other than (i) stock dividends described above; (ii)
issuances of transferable rights and warrants as described in “—Transferable
rights and warrants” below; and (iii) extraordinary dividends as described
below.


A dividend or other distribution with respect to the shares
of one or more of the basket components will be deemed to be an “extraordinary
dividend” if its per share value exceeds that of the immediately preceding
non-extraordinary dividend, if any, for the shares of such basket component by
an amount equal to at least 10% of the market price of the shares of such
basket component on the business day before the ex-dividend date for the
extraordinary dividend.  The ex-dividend
date for any dividend or other distribution is the first day on which the
shares of such basket component trade without the right to receive that
dividend or distribution.  For each
basket component, if an extraordinary dividend occurs, the Calculation Agent
will adjust the physical delivery amount to equal the product of (1) the prior
physical delivery amount times (2) a fraction, the numerator of which is the
market price of the shares of such basket component on the business day before
the ex-dividend date and the denominator of which is the amount by which that
market price exceeds the extraordinary dividend adjustment amount.  For each basket component, the “extraordinary
dividend adjustment amount” with respect to an extraordinary dividend for the
shares of such basket component equals: 
(i) for an extraordinary dividend that is paid in lieu of a regular
quarterly dividend, the amount of the extraordinary dividend per share of the
shares of such basket component minus the amount per share of the immediately
preceding dividend, if any, that was not an extraordinary dividend for the
shares of such basket component, or (ii) for an extraordinary dividend that is
not paid in lieu of a regular quarterly dividend, the amount per share of the
extraordinary dividend.


For each basket component, to the extent an extraordinary
dividend is not paid in cash, the value of the non-cash component will be
determined by the Calculation Agent.  For
each basket component, a distribution on the shares of the basket component
that is a dividend payable in shares of the basket component, an issuance of
rights or warrants or a spin-off event and that is also an extraordinary
dividend will result in an adjustment to the physical delivery amount only as described
in “—Stock dividends” above, “—Transferable rights and warrants” below or “—Reorganization
events” below, as the case may be, and not as described here.


Transferable rights and warrants


For each basket component, if the issuer of such basket
component issues transferable rights or warrants to all holders of shares of
such basket component to subscribe for or purchase shares of such basket
component at an exercise price per share that is less than the market price of
the shares of such basket component on the business day before the ex-dividend
date for the issuance, then the physical delivery amount will be adjusted by
multiplying the prior physical delivery amount by the following fraction: (i)
the numerator will be the sum of the number of shares of such basket component
outstanding at the close of business on the day before that ex-dividend date
and the total number of additional shares of such basket component offered for
subscription or purchase under those transferable rights or warrants, and (ii)
the denominator will be the sum of the number of shares of such basket
component outstanding at the close of business on the day before that
ex-dividend date and the product of (1) the total number of additional shares
of such basket component offered for subscription or purchase under the



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transferable rights or warrants times (2) the exercise
price of those transferable rights or warrants divided by the market price on
the business day before that ex-dividend date.


Reorganization events


For each basket
component, any of the following shall constitute a reorganization event: (i)
the shares of such basket component are reclassified or changed, including,
without limitation, as a result of the issuance of any tracking stock by the
issuer of such basket component, (ii) the issuer of the basket component has
been subject to any merger, combination or consolidation and is not the
surviving entity, (iii) the issuer of the basket component completes a
statutory exchange of securities with another corporation, (iv) the issuer of
the basket component is liquidated, (v) the issuer of the basket component
issues to all of its shareholders equity securities of an issuer other than the
issuer of the basket component (other than in a transaction above) (a “spinoff
stock”) or (vi) the shares of the basket component are the subject of a tender
or exchange offer or going private transaction on all of the outstanding
shares.


Adjustments for reorganization events


For each basket
component, if any reorganization event occurs, in each case as a result of
which the holders of the basket component receive any equity security listed on
a national securities exchange or traded on The Nasdaq National Market (a “marketable
security”), other securities or other property, assets or cash (collectively “exchange
property”), for purposes of determining the physical delivery amount following
the effective date for such reorganization event (or, if applicable, in the
case of spinoff stock, the ex-dividend date for the distribution of such spinoff
stock), the physical delivery amount will be based on the following:


(a) if shares of the
basket component continue to be outstanding, the prior physical delivery amount
(if applicable, as reclassified upon the issuance of any tracking stock) on the
relevant date (taking into account any adjustments for any distributions
described under clause (c)(i) below);


(b) for each marketable
security received in such reorganization event (each a “new stock”), including
the issuance of any tracking stock or spinoff stock or the receipt of any stock
received in exchange for shares of the basket component, the amount of new
stock received with respect to one share of the basket component, as adjusted
to the relevant date (taking into account any adjustments for distributions
described under clause (c)(i) below); and


(c) for any cash and any
other property or securities other than marketable securities received in such
reorganization event (the “non-stock exchange property”), (i) if the combined
value of the amount of non-stock exchange property received per share of the
basket component, as determined by the Calculation Agent in its sole discretion
on the effective date of such reorganization event (the “non-stock exchange
property value”), by holders of the basket component is less than 25% of the
closing price of the shares of the basket component on the trading day
immediately prior to the effective date of such reorganization event, an amount
of the shares of the basket component, if applicable, and of any new stock
received in connection with such reorganization event, if applicable, in
proportion to the relative closing prices of the shares of the basket component
and any such new stock, and with an aggregate value equal to the non-stock
exchange property value, based on such closing prices, in each case as
determined by the



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Calculation Agent in its
sole discretion on the effective date of such reorganization event, or (ii) if
the non-stock exchange property value is equal to or exceeds 25% of the closing
price of the shares of the basket component on the trading day immediately
prior to the effective date relating to such reorganization event or, if the
shares of the basket component are surrendered exclusively for non-stock
exchange property (in each case, an “alternate stock event”), a number of
shares of the alternate stock (as defined below) with a value on the effective
date of such reorganization event equal to the non-stock exchange property
value.  The “alternate stock” will be the
common stock of the company with a price volatility on the measurement date
(each as defined below) that is nearest (whether higher or lower) to the price
volatility of the shares of the basket component, as selected by the
Calculation Agent from a group of five stocks then included in the S&P 500
Index (or, if publication of such index is discontinued, any successor or
substitute index selected by the Calculation Agent in its sole
discretion).  The stocks from which the
alternate stock is selected will be the five stocks with the largest market
capitalization among the stocks then included in the S&P 500 Index (or such
successor index) with the same primary “Industry” Standard
IndustrialClassification Code (“SIC Code”) as the issuer of the basket
component; provided that if there are fewer than five stocks with the same
primary “Industry” SIC Code as the issuer of the basket component, the
Calculation Agent will identify additional stocks then included in the S&P
500 Index (or such successor index), from the following categories, selecting
stocks, as required, in each succeeding category in descending order of market
capitalization, beginning with the stock in each category with the largest
capitalization: first, stocks with the same primary “Industry Group”
classification as the issuer of the basket component; second, stocks with the
same primary “Major Group” classification as the issuer of the basket
component; and third, stocks with the same primary “Division” classification as
the issuer of the basket component; provided, further, that none of the five
stocks from which the alternate stock will be selected will be a stock that is
subject to a trading restriction under the trading restriction policies of
Credit Suisse or any of its affiliates that would materially limit the ability
of Credit Suisse or any of its affiliates to hedge the Securities with respect
to such stock (a “hedging restriction”). 
“Industry,” “Industry Group,” “Major Group” and “Division” have the
meanings assigned by the Office of Management and Budget, or any successor
federal agency responsible for assigning SIC codes.  If the SIC Code system of classification is
altered or abandoned, the Calculation Agent may select an alternate
classification system and implement similar procedures. “Price volatility”
means the average historical price volatility for the period of 100 trading
days ending on the trading day immediately prior to the first public
announcement of the relevant reorganization event (the “measurement date”) as
such average historical price volatility for such stock is displayed on
Bloomberg screen Equity HVG (using the settings N = 100 and Market: T) (or any
successor thereto); provided that if the price volatility of the shares of the
basket component or any stock identified in this sub-paragraph is not then
displayed on Bloomberg, then the Calculation Agent, in its sole discretion,
will determine the applicable price volatility.


In the case of a
consummated tender or exchange offer or going-private transaction involving
consideration of particular types, exchange property shall be deemed to include
the amount of cash or other property delivered by the offeror in the tender or
exchange offer (in an amount determined on the basis of the rate of exchange in
such tender or exchange offer or going-private transaction).  In the event of a tender or exchange offer or
a going-private transaction with respect to exchange property in which an
offeree may elect to receive cash or



 R-11
 






 



other property, exchange
property shall be deemed to include the kind and amount of cash and other
property received by offerees who elect to receive cash.


For each basket
component, if a reorganization event occurs, the property distributed in the
event will be substituted for the common stock of the issuer of the relevant
basket component as described above. 
Consequently, references to the common stock of the issuer of the basket
component mean any property that is distributed in a reorganization event and
comprises the adjusted physical delivery amount.  Similarly, references to the issuer of the
reference shares mean any successor entity in a reorganization event.


In the event that the
Calculation Agent determines that an adjustment should be made to the physical
delivery amount for a basket component as a result of one or more events or
circumstances not otherwise described above (even if such event or circumstance
is specifically excluded from the operation of the provisions described above),
the Calculation Agent shall determine as soon as practicable what adjustment
(if any) is fair and reasonable to take account thereof.


Events of Default and Acceleration


In case an Event of Default (as defined in the
Indenture) with respect to the Securities shall have occurred and be
continuing, the amount declared due and payable upon any acceleration of the
Securities (in accordance with the acceleration provisions set forth in the
prospectus) will be determined by the Calculation Agent and will equal, for
each security, the arithmetic average, as determined by the Calculation Agent,
of the fair market value of the Securities as determined by at least three but
not more than five broker-dealers (which may include Credit Suisse Securities
(USA) LLC or any of the Company’s other subsidiaries or affiliates) as will
make such fair market value determinations available to the Calculation Agent.


The Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and notwithstanding
any notation of ownership or other writing hereon) for the purpose of receiving
payment of, or on account of, the redemption amount hereof, and for all other
purposes, and neither the Company nor the Trustee nor any agent of the Company
or the Trustee shall be affected by any notice to the contrary.


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or any indenture supplemental thereto or
in any Note, or because of any indebtedness evidenced thereby, shall be had
against any incorporator as such, or against any past, present or future
stockholder, officer, director or employee, as such, of the Company or of any
successor, either directly or through the Company or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.


The Calculation Agent for the Securities (the “Calculation
Agent”) is Credit Suisse International. 
The calculations and determinations of the Calculation Agent will be
final and binding upon all parties (except in the case of manifest error).  The Calculation Agent will



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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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