-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EINPQ0xP2QKJ60iKMBCBfblvTQxEU6IEazfGxEaaeR7g/DK+EDUSVAt6ZBWa9g+2 TzsMYwUJDg/RiuklBt9Zjg== 0001104659-07-047480.txt : 20070613 0001104659-07-047480.hdr.sgml : 20070613 20070613151059 ACCESSION NUMBER: 0001104659-07-047480 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070613 FILED AS OF DATE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE / /FI CENTRAL INDEX KEY: 0001053092 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33434 FILM NUMBER: 07917350 BUSINESS ADDRESS: STREET 1: P O BOX 9008070 STREET 2: 212-225-2000 CITY: ZURICH SWITZERLAND STATE: V8 ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON / /FI DATE OF NAME CHANGE: 19980115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE GROUP CENTRAL INDEX KEY: 0001159510 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15244 FILM NUMBER: 07917351 BUSINESS ADDRESS: STREET 1: 8070 SWITZERLAND STREET 2: PO BOX A CITY: ZURICH STATE: V8 ZIP: 00000 BUSINESS PHONE: 0114772721616 MAIL ADDRESS: STREET 1: 8070 SWITZERLAND STREET 2: PO BOX A CITY: ZURICH STATE: V8 ZIP: 00000 6-K 1 a07-15955_16k.htm 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

Form 6-K


 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2007

Commission File Number 001-15244

CREDIT SUISSE GROUP

(Translation of registrant’s name into English)

Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland

(Address of principal executive office)


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x

 

Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o

 

No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.

 




 

This report is furnished in relation to Credit Suisse Group’s wholly-owned subsidiary, Credit Suisse.  It contains as exhibits the following documents to be incorporated by reference in Post-Effective Amendment No. 1 to Credit Suisse Group’s Registration Statement on Form F-3 (file no. 333-132936). 

Exhibit 99.1

 

Form of Note for Credit Suisse’s Reverse Convertible Securities

 

 

 

Exhibit 99.2

 

Note for Credit Suisse’s Buffered Accelerated Return Equity Securities (BARES) Linked to the Value of a Global Basket of Emerging Market Equity Indices due November 16, 2010

 

 

 

Exhibit 99.3

 

Note for Credit Suisse’s ProNotes Linked to the Value of a Basket Equity Indices and Exchange Rates due May 17, 2011

 

 

 

Exhibit 99.4

 

Note for Credit Suisse’s Asset Plus Notes Linked to the Performance of the S&P 500 Index due December 12, 2008.

 

2




 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CREDIT SUISSE GROUP

 

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Peter Feeney

 

Date: June 13, 2007

 

Name:     Peter Feeney

 

 

Title:      Authorized Officer

 

 

 

 

 

 

 

By:

/s/ SHARON O’CONNOR

 

 

 

Name:     Sharon O’Connor

 

 

Title:      Authorized Officer

 

3



EX-99.1 2 a07-15955_1ex99d1.htm EX-99.1

Exhibit 99.1

[FORM OF NOTE]

[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.

Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

REGISTERED

CUSIP: [   ]

 

 

NO. 1

PRINCIPAL AMOUNT: $[   ]

 

CREDIT SUISSE
Reverse Convertible Security Linked to [         ]

due [         ]

 

CREDIT SUISSE, a corporation organized under the laws of, and duly licensed as a bank in, Switzerland (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), acting through its Nassau branch (the “Branch”), 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 interest on the outstanding principal amount of this Note in like coin or currency as provided 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.

F-1




IN WITNESS WHEREOF, the Company, acting through the Branch, has caused this Note to be duly executed.

 

CREDIT SUISSE,

 

acting through its Nassau branch

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

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: [              ]

 

THE BANK OF NEW YORK,

 

as Trustee

 

 

 

 

 

By:

 

 

 

 

Authorized Signatory

 

F-2




[REVERSE OF NOTE]

CREDIT SUISSE
Reverse Convertible Security Linked to [        ]

due [        ]

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 March 29, 2007 (the “Indenture”), between the Company and The Bank of New York (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 Reverse Convertible Securities Linked to [       ] (the “reference shares”) due [             ] (the “Notes”).

Interest will be payable at the rate of [        ]% per annum on the outstanding principal amount hereof from [                                       ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for.  The interest payment will be payable [              ] in arrears on [                     ] (each such date an “Interest Payment Date”) to the Person in whose name this Note is registered at the close of business on the [   ]th calendar day prior to such Interest Payment Date (whether or not a business day), subject to certain exceptions provided for in the Indenture.  Interest shall be payable by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account located in the United States designated by such Person to the Paying Agent at least 15 days prior to the applicable Interest Payment Date.  Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months.

The Notes are issuable initially only in registered form without coupons in denominations of $[         ] and any integral multiples of $[        ] 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.

The Notes will not be redeemable at the option of the Company, acting through the Branch, prior to maturity.

The Company, acting through the Branch, will not be required to pay any Additional Amounts on the Notes.

R-1




Maturity Date

The Maturity Date of the Notes is [                      ] (the “Maturity Date”); however, if a market disruption event exists on the Valuation Date (as defined below), as determined by the Calculation Agent, the Maturity Date will be the later of the original Maturity Date, and the third business day following the date on which the Final Share Price (as defined below) is calculated in accordance with “Market Disruption Events” below.

In the event that the Maturity Date is postponed as described in the preceding paragraph, the Company, acting through the Branch, shall, or shall cause the Calculation Agent to, give notice of such postponement to the Trustee and to The Depository Trust Company (the “Depositary”) and, once it has been determined, of the date to which the Maturity Date has been rescheduled, as promptly as possible, and in no case later than, in connection with notice of such postponement, 10:30 AM on the trading day immediately prior to the originally scheduled Maturity Date and in connection with notice of the rescheduled Maturity Date, 10:30 AM on the trading day immediately prior to the rescheduled Maturity Date.

Redemption Amount

The Company, acting through the Branch, will redeem the Notes at maturity for a redemption amount in cash, determined by the Calculation Agent, that will be based on the performance of the reference shares during the term of the Notes (the “redemption amount”):

(1)          If the closing price of the reference shares on the relevant exchange is not less than the knock-in level on any day from but not including the initial setting date, to and including the Valuation Date, the redemption amount will equal a cash payment equal to 100% of the principal amount of the Notes.

(2)          If (i) the closing price of the reference shares on the relevant exchange is less than the knock-in level on any day from but not including the initial setting date, to and including the Valuation Date and (ii) the Final Share Price is greater than or equal to the Initial Share Price, the redemption amount will equal a cash payment equal to 100% of the principal amount of the Notes.

(3)          Otherwise, the redemption amount will be the physical delivery amount plus a cash amount equal to the proportion of the Final Share Price corresponding to any fractional share.  The physical delivery amount will be the number of reference shares per $1,000 principal amount of the Notes equal to $1,000 divided by the Initial Share Price.

The “relevant exchange” is [                                                              ].

The “knock-in level” is [   ]% of the Initial Share Price.

The “Initial Share Price” is $[          ].

The “closing price” is the closing price of the reference shares on the relevant exchange on any day from, but not including the initial setting date, to and including the Valuation date, as determined by the Calculation Agent.

R-2




The “initial setting date” is [                                ].

The “Valuation Date” is [                           ].

The “Final Share Price” is the closing price of the reference shares on the Valuation Date, as determined by the Calculation Agent; subject to the provisions in “Market Disruption Events” below.

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 reference shares (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 reference shares on the Chicago Mercantile Exchange and the Chicago Board Options Exchange, collectively, 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.

The Company, acting through the Branch, shall, or shall cause the Calculation Agent to, provide notice to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, on or prior to 10:30 AM on the trading day immediately prior to the Maturity Date of the amount of cash (including cash due in connection with fractional shares) and/or reference shares due with respect to each $1,000 principal amount of the Notes and shall deliver such cash and/or reference shares to the Trustee on the Maturity Date for delivery to the Holders.

Market Disruption Events

For the reference shares, or in the case of reference shares that are American Depositary Receipts (ADRs), for both the reference shares and the underlying ordinary shares represented by such reference shares, 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 the reference shares 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 Notes 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.

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

R-3




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 information in respect of (a) the reference shares, (b) any options or futures contracts, or any options on such futures contracts, relating to the reference shares, or (c) in the case of reference shares that are 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 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: (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 Securities and Exchange Commission (“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 reference shares 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 reference shares 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 reference shares are 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.

R-4




Antidilution Adjustments

General

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 reference shares.  Set forth below are examples of how adjustment events may lead to adjustments to the Initial Share Price and the physical delivery amount.

For purposes of the antidilution adjustments described herein, if this Note specifies that the reference shares are ADRs, the Calculation Agent will make the specified antidilution adjustments if an adjustment event occurs with respect to reference shares or to the ordinary shares underlying such ADRs (as if those underlying shares were the reference shares for purposes of the antidilution adjustments). The Calculation Agent will also make an antidilution adjustment for reference shares that are ADRs if the number of ordinary shares represented by one ADR changes from the ratio in existence on the initial setting date.

Upon the occurrence of an adjustment event that the Calculation Agent determines has a diluting or concentrative effect on the theoretical value of the reference shares, for purposes only of determining whether (i) the closing price of the reference shares 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:

adjusted initial share price = initial share price X  

prior physical delivery amount

 

adjusted physical delivery amount

 

 

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 Notes.

Adjustments

If an adjustment event occurs and the Calculation Agent determines that the event has a diluting or concentrative effect on the theoretical value of the reference shares, 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  subject to the provisions set forth below. The Calculation Agent will also determine the effective date of that adjustment, and the replacement of the reference shares, 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.

R-5




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 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 Notes 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, the Trustee and the Company, acting through the Branch, 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 reference shares or a free distribution or dividend of any reference shares to existing holders of reference shares by way of bonus, capitalization or similar issue;

(b)                                 a dividend or other distribution to existing holders of reference shares of (i) the reference shares, (ii) other share capital or securities granting the right to payment of dividends equally or proportionately with such payments to holders of the reference shares 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 the issuer of the reference shares of an extraordinary or special dividend or other distribution whether in cash or reference shares or other assets;

R-6




(d)                                 a repurchase of its common stock by the issuer of the reference shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

(e)                                  a consolidation of the issuer of the reference shares with another company or merger of the issuer of the reference shares with another company;

(f)                                    a change by the issuer of reference shares that are ADRs 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 the reference shares.

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 reference shares times (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.

If the reference shares 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 reference shares outstanding immediately after the reverse stock split becomes effective divided by (ii) the number of reference shares 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.

If the reference shares 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 reference shares times (ii) the prior physical delivery amount.

R-7




Other dividends and distributions

If the issuer of the reference shares declares a dividend to be distributed to holders of record of the reference shares 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.

The physical delivery amount will not be adjusted to reflect any dividends or distributions paid with respect to the reference shares, 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 reference shares 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 reference shares by an amount equal to at least 10.00% of the market price of the reference shares 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 reference shares trade without the right to receive that dividend or distribution.  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 reference shares 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.  The “extraordinary dividend adjustment amount” with respect to an extraordinary dividend for the reference shares 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 reference shares minus the amount per share of the immediately preceding dividend, if any, that was not an extraordinary dividend for the reference shares, 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.

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.  A distribution on the reference shares that is a dividend payable in the reference shares, 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

If the issuer of the reference shares issues transferable rights or warrants to all holders of the reference shares to subscribe for or purchase the reference shares at an exercise price per share that is less than the market price of the reference shares 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 reference shares outstanding at the close of business on the day before that ex-dividend date and the total number of additional reference shares offered for subscription or

R-8




purchase under those transferable rights or warrants, and (ii) the denominator will be the sum of the number of reference shares outstanding at the close of business on the day before that ex-dividend date and the product of (1) the total number of additional reference shares offered for subscription or purchase under the 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

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

Adjustments for reorganization events

If any reorganization event occurs, in each case as a result of which the holders of the reference shares receive any equity security listed on a national securities exchange (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 the reference shares 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 the reference shares, the amount of new stock received with respect to one share of the reference shares, 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 reference shares, 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 reference shares is less than 25% of the closing price of the reference shares on the trading day immediately prior to the effective date of such reorganization event, an amount of the reference shares, 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 reference shares and any

R-9




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 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 reference shares on the trading day immediately prior to the effective date relating to such reorganization event or, if the reference shares 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 reference shares, 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 Industrial Classification Code (“SIC Code”) as the issuer of the reference shares; provided that if there are fewer than five stocks with the same primary “Industry” SIC Code as the issuer of the reference shares, 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 reference shares; second, stocks with the same primary “Major Group” classification as the issuer of the reference shares; and third, stocks with the same primary “Division” classification as the issuer of the reference shares; 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 the Company or any of its affiliates that would materially limit the ability of the Company or any of its affiliates to hedge the Notes 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 reference shares 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-10




 

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.

If a reorganization event occurs, the property distributed in the event will be substituted for the common stock of the issuer of the reference shares as described above.  Consequently, references to the common stock of the issuer of the reference shares 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 Company, acting through the Branch, (with prior written approval of the Calculation Agent) or the Calculation Agent determine that an adjustment should be made to the physical delivery amount 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 Company, acting through the Branch, shall at its own expense and acting reasonably request the Calculation Agent to determine as soon as practicable what adjustment (if any) is fair and reasonable to take account thereof.

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 the Company, acting through the Branch, the Trustee and the beneficial owners of the Notes, absent manifest error.

Manner of Payment

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.

Amendments

The Indenture contains provisions which provide that the Company and the Trustee may amend or supplement the Indenture or the Securities without notice to or the consent of any Holder in order to (i) cure any ambiguity, defect or inconsistency in the Indenture, provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders; (ii) comply with the requirements of the Indenture if the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all its property and assets, to any person; (iii) comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (iv) evidence and provide for the acceptance of appointment hereunder with respect to the Securities by a successor Trustee; (v) establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by the Indenture; (vi) provide for uncertificated or unregistered Securities and to make all appropriate changes for such purpose; (vii) provide for a guarantee from a third party on outstanding

R-11




 

Securities that are issued under the Indenture; or (viii) make any change that does not materially and adversely affect the rights of any Holder.

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 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.

Events of Default and Acceleration

In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Notes 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 market value of the Notes 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, acting through the Branch, shall, or shall cause the Calculation Agent to, provide notice to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, no later than one business day after the date of acceleration of the amount of cash due with respect to each $1,000 principal amount of the Notes.

The Company, acting through the Branch, the Trustee and any agent of the Company or the Trustee may deem and treat the registered Holder hereof as the absolute owner

R-12




 

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, subject to the provisions hereof, for all other purposes, and neither the Company, acting through the Branch, 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 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 Calculation Agent for the Notes (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 have no responsibility for good faith errors or omissions in its calculations and determinations, whether caused by negligence or otherwise.

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.

R-13




 

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, acting through the Branch, which is absolute and unconditional, to pay the redemption amount of and interest on this Note in the manner, at the place, at the time and in the coin or currency herein prescribed.

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.

R-14




 

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.

 

R-15



EX-99.2 3 a07-15955_1ex99d2.htm EX-99.2

Exhibit 99.2

[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: 22542DAR1

 

 

NO. 1

PRINCIPAL AMOUNT: $18,302,000

 

CREDIT SUISSE
Buffered Accelerated Return Equity Securities (BARES)
Linked to the Value of a Global Basket of Emerging Market Equity Indices

due November 16, 2010

 

CREDIT SUISSE, a corporation organized under the laws of, and duly licensed as a bank in, Switzerland (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), acting through its Nassau branch (the “Branch”), 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.

F-1




 

IN WITNESS WHEREOF, the Company, acting through the Branch, has caused this Note to be duly executed.

 

CREDIT SUISSE,

 

acting through its Nassau branch

 

 

 

 

 

By:

/s/ Peter Feeney

 

 

Name: Peter Feeney

 

 

Title:  Authorized Signatory

 

 

 

 

 

CREDIT SUISSE,

 

acting through its Nassau branch

 

 

 

 

 

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:  May 15, 2007

THE BANK OF NEW YORK,

 

as Trustee

 

 

 

 

 

By:

/s/ Ignazio Tamburello

 

 

Authorized Signatory

 

F-2




[REVERSE OF NOTE]

CREDIT SUISSE
Buffered Accelerated Return Equity Securities (BARES)
Linked to the Value of a Global Basket of Emerging Market Equity Indices
due November 16, 2010

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 an indenture, dated as of March 29, 2007 (the “Indenture”), between the Company and the Bank of New York (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) Linked to the Value of a Global Basket of Emerging Market Equity Indices due November 16, 2010 (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

R-1




 

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 $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.

R-2




 

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 November 16, 2010 (the “Maturity Date”); however, if a market disruption event exists on the valuation date, as determined by the Calculation Agent, the Maturity Date will be the later of November 16, 2010, 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 will be 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 or less than or equal to the initial basket level and, if less than the initial basket level, how much less:

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

 

 

 

final basket level – initial basket level

 

 

 

105%  *

 

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 the Redemption Amount will equal more than the principal amount of the Securities.

·                  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 basket return will equal:

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

 

 

initial basket level

 

Thus, if the final basket level is less than 80% of the initial basket level, the basket return will be negative, and the Redemption Amount will equal less than the principal amount of the Securities at maturity, up to a loss of 80% of the value of the investment in the securities.

R-3




 

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) 0.24, the weighting of the EURO STOXX 50 Index in the basket, and (y) the closing level of the EURO STOXX 50 Index on the valuation date divided by 4425.03, the closing level of the EURO STOXX 50 Index on May 9, 2007, the index business day immediately following the day the Securities are priced for initial sale to the public (the “trade date”);

(ii) the product of (x) 0.12, the weighting of the KOSPI 200 Index in the basket, and (y) the closing level of the KOSPI 200 Index on the valuation date divided by 204.77, the closing level of the KOSPI 200 Index on May 9, 2007, the index business day immediately following the trade date;

(iii) the product of (x) 0.115, the weighting of the FTSE 100 Index in the basket, and (y) the closing level of the FTSE 100 Index on the valuation date divided by 6549.60, the closing level of the FTSE 100 Index on May 9, 2007, the index business day immediately following the trade date

(iv) the product of (x) 0.115, the weighting of the Nikkei 225 Index in the basket, and (y) the closing level of the Nikkei 225 Index on the valuation date divided by 17448.12, the closing level of the Nikkei 225 Index on May 9, 2007, the index business day immediately following the trade date;

(v) the product of (x) 0.09, the weighting of the MSCI Taiwan Index in the basket, and (y) the closing level of the MSCI Taiwan Index on the valuation date divided by 322.96, the closing level of the MSCI Taiwan Index on May 9, 2007, the index business day immediately following the trade date;

(vi) the product of (x) 0.08, the weighting of the Bovespa Brazil Index in the basket, and (y) the closing level of the Bovespa Brazil Index on the valuation date divided by 25378.51, the closing level of the Bovespa Brazil Index on May 9, 2007, the index business day immediately following the trade date;

(vii) the product of (x) 0.08, the weighting of the FTSE/Xinhua China 25 Index in the basket, and (y) the closing level of the FTSE/Xinhua China 25 Index on the valuation date divided by 16689.49, the closing level of the FTSE/Xinhua China 25 Index on May 9, 2007, the index business day immediately following the trade date;

(viii) the product of (x) 0.08, the weighting of the RTX Russian Traded Index in the basket, and (y) the closing level of the RTX Russian Traded Index on the valuation date divided by 2528.71, the closing level of the RTX Russian Traded Index on May 9, 2007, the index business day immediately following the trade date;

(ix) the product of (x) 0.05, the weighting of the iShares MSCI Mexican Index in the basket, and (y) the closing level of the iShares MSCI Mexican Index on the valuation date

 

R-4




 

divided by 59.27, the closing level of the iShares MSCI Mexican Index on May 9, 2007, the index business day immediately following the trade date; and

(x) the product of (x) 0.03, the weighting of the S&P/ASX Australian 200 Index in the basket, and (y) the closing level of the S&P/ASX Australian 200 Index on the valuation date divided by 6341.00 the closing level of the S&P/ASX Australian 200 Index on May 9, 2007, the index business day immediately following the trade date.

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 the provisions described regarding adjustments to the calculation of the reference indices below.

The “valuation date” will be November 8, 2010, subject to a postponement if a market disruption event occurs on that date.

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” with respect to any reference index 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 applicable exchanges and related exchanges (each as defined below), other than a day on which one or more of the applicable exchanges or related exchanges is scheduled to close prior to its regular weekday closing time. “Exchange” with respect to any reference index means the principal exchange on which any stock underlying that reference index is traded. “Related exchange” means any exchange on which futures or options contracts relating to that reference index are traded.

Market Disruption Events

A “market disruption event” is, in respect of any reference index, the occurrence or existence on any index business day for that reference index 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) an exchange 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

R-5




 

(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.

If the Calculation Agent determines that a market disruption event exists in respect of a reference index on a valuation date, then that valuation date for such reference index will be postponed to the first succeeding index business day for that reference index on which the Calculation Agent determines that no market disruption event exists in respect of such reference index, unless in respect of the 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 valuation date. In that case, (a) the fifth succeeding index business day following the scheduled valuation date will be deemed to be the 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 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 valuation date, of each such security comprising such reference index (subject to the provisions on adjustments to the calculation of the reference indices 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 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 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.

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.

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 the Company and the Trustee, which will provide

R-6




 

notice of the selection of the successor index to the registered holders of the Securities in the manner set forth in the prospectus.

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 in the prospectus.

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 the Company 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 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

R-7




 

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 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.

R-8




 

 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.

 

R-9



EX-99.3 4 a07-15955_1ex99d3.htm EX-99.3

Exhibit 99.3

[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.

Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

REGISTERED

 

CUSIP: 22543DAD21

 

 

 

 

 

 

NO. 1

 

PRINCIPAL AMOUNT: $6,019,000

 

CREDIT SUISSE

ProNotes Linked to the Value of a Basket of Equity Indices and Exchange Rates

due May 17, 2011

 

CREDIT SUISSE, a corporation organized under the laws of, and duly licensed as a bank in, Switzerland (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), acting through its Nassau branch (the “Branch”), 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.

F-1




 

IN WITNESS WHEREOF, the Company, acting through the Branch, has caused this Note to be duly executed.

 

CREDIT SUISSE,

 

 

acting through its Nassau branch

 

 

 

By:

/s/ Peter Feeney

 

 

 

Name: Peter Feeney

 

 

Title:  Authorized Signatory

 

 

 

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: May 17, 2007

THE BANK OF NEW YORK,

 

 

as Trustee

 

 

 

By:

/s/ Ignazio Tamburello

 

 

 

Authorized Signatory

 

F-2




[REVERSE OF NOTE]

CREDIT SUISSE
ProNote Linked to the Value of a Basket of Equity Indices and Exchange Rates
due May 17, 2011

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 March 29, 2007 (the “Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, and the Holders of the Securities.  The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the Indenture.  This Note is one of a series designated as the ProNotes Linked to the Value of a Basket of Equity Indices and Exchange Rates due May 17, 2011 (the “Notes”).

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 Notes are issuable initially only in registered form without coupons in denominations of $10,000 and 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.

The Notes will not be redeemable at the option of the Company, acting through the Branch, prior to maturity.

The Company, acting through the Branch, will not be required to pay any Additional Amounts on the Notes.

Maturity Date

The Maturity Date of the Notes is May 17, 2011 (the “Maturity Date”); however, if a market disruption event exists on the valuation date, as determined by the Calculation Agent, the Maturity Date will be the later of May 17, 2011, and the fifth business day following the date on which the final basket level is calculated.

R-1




 

In the event that the Maturity Date is postponed as described in the preceding paragraph, the Company, acting through the Branch, shall, or shall cause the Calculation Agent to, give notice of such postponement to the Trustee and to The Depository Trust Company (the “Depositary”) and, once it has been determined, of the date to which the Maturity Date has been rescheduled, as promptly as possible, and in no case later than, in connection with notice of such postponement, 10:30 AM on the trading day immediately prior to the originally scheduled Maturity Date and in connection with notice of the rescheduled Maturity Date, 10:30 AM on the trading day immediately prior to the rescheduled Maturity Date.

Redemption Amount

The Company, acting through the Branch, will redeem the Notes at maturity for a redemption amount in cash that shall be determined by the Calculation Agent and that will equal the principal amount of the Notes multiplied by the sum of 1 plus the basket return (the “Redemption Amount”).  The basket return will be based on the difference between the final basket level and the initial basket level.  How the basket return will be calculated depends on whether the final basket level is greater than, less than or equal to the initial basket level:

·                  If the final basket level is greater than the initial basket level, but less than or equal to 1.0 plus the digital coupon, then the basket return will equal the digital coupon and the Holder will receive more than the principal amount of its Notes at redemption.

·                  If the final basket level is greater than the initial basket level plus the digital coupon, 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 plus the digital coupon, the basket return will be a positive number, and the Redemption Amount will equal more than the principal amount of the Notes.

·                  If the final basket level is less than or equal to the initial basket level, then the basket return will be zero and the Redemption Amount will equal the principal amount of the Notes.

For purposes of calculating the basket return, the final basket level on the valuation date will be determined by the Calculation Agent and will be equal to the sum of:

(i) the product of (x) 0.150, the weighting of the FTSE/Xinhua China 25 Index in the basket, and (y) the closing level of the FTSE/Xinhua China 25 Index on the valuation date divided by 16451.25, the closing level of the FTSE/Xinhua China 25 Index on May 11, 2007, the index business day immediately following the date the Securities are priced for initial sale to the public;

(ii) the product of (x) 0.150, the weighting of the Bovespa Brazil Index in the basket, and (y) the closing level of the Bovespa Brazil Index on the valuation date divided by

R-2




 

25216.67, the closing level of the Bovespa Brazil Index on May 11, 2007, the index business day immediately following the date the Securities are priced for initial sale to the public;

(iii) the product of (x) 0.150, the weighting of the S&P CNX Nifty Index in the basket, and (y) the closing level of the S&P CNX Nifty Index on the valuation date divided by 4076.65, the closing level of the S&P CNX Nifty Index on May 11, 2007, the index business day immediately following the date the Securities are priced for initial sale to the public; and

(iv) the product of (x) 0.275, the weighting of the BRL/USD spot rate component in the basket, and (y) (A) the final level for such exchange rate, which equals the BRL/USD spot rate, expressed as the number of U.S. dollars per one Brazilian real calculated by referencing the Brazilian real/U.S. dollar exchange rate as published on Reuters page ‘‘BZFXPTAX’’ at approximately 7:00 p.m. São Paolo time on the valuation date, divided by (B) 2.0194, the closing level of the BRL/USD spot rate on May 11, 2007, the business day immediately following the date the Securities are priced for initial sale to the public, at approximately 7:00 p.m. São Paolo time.

The “initial basket level” equals 1.0.

The “valuation date” will be May 10, 2011; however, if the Calculation Agent determines that on the valuation date a market disruption event exists, then the valuation date will be postponed to the first succeeding business day on which the Calculation Agent determines that no market disruption event exists, unless the Calculation Agent determines that a market disruption event exists on each of the five business days immediately following the valuation date.  In that case, the fifth business day after the original valuation date will be deemed to be the valuation date notwithstanding the existence of a market disruption event, and the Calculation Agent will determine the basket level for the valuation date on that fifth succeeding business day in accordance with “Market Disruption Events” below.

The Company, acting through the Branch, shall, or shall cause the Calculation Agent to, provide notice to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, on or prior to 10:30AM on the trading day immediately prior to the Maturity Date of the amount of cash due with respect to each $1,000 principal amount of the Notes and shall deliver such cash to the Trustee on the Maturity Date for delivery to the Holders.

A “business day” is any day on which the relevant futures contract is published and other than any day on which banking institutions in the City of New York, New York are generally authorized or obligated by law or executive order to close.

Market Disruption Events

A “market disruption event” is the occurrence on any date or any number of consecutive dates of any one or more of the following circumstances: (a) the termination or suspension of, or material limitation or disruption for at least two hours in the trading of a commodity, or a futures contract thereon, included in the underlying basket that prevents the relevant exchange on which such commodity is traded from establishing an official settlement price for such commodity, or contract as of a regularly scheduled settlement time; (b) the

R-3




 

settlement price for any commodity or a futures contract thereon, included in the underlying basket is a “limit price,” which means that such settlement price for a day has increased or decreased from the previous day’s settlement price by the maximum amount permitted under applicable exchange rules; and (c) failure by the applicable exchange or other price source to announce or publish the settlement price for any commodity, or a futures contract thereon, included in the underlying basket.

If the Calculation Agent determines that a market disruption event exists in respect of an underlying commodity, then the valuation date for such underlying commodity will be postponed to the first succeeding business day on which the Calculation Agent determines that no market disruption event exists, unless the Calculation Agent determines that a market disruption event exists on each of the five business days immediately following the valuation date. In that case, (a) the fifth succeeding business day after the original valuation date will be deemed to be the valuation date, notwithstanding the market disruption event, and (b) the Calculation Agent will determine the settlement price for such underlying commodity in a commercially reasonable manner. The valuation date for each underlying commodity not affected by a market disruption event will be the scheduled valuation date.

In the event that a market disruption event exists on the valuation date, the Maturity Date of the securities will be the later of May 17, 2011 and the fifth business day following the day on which the final basket level is calculated. No interest or other payment will be payable because of any such postponement of the Maturity Date.

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 the Company, acting through the Branch, the Trustee and the beneficial owners of the Notes, absent manifest error.

Amendments

The Indenture contains provisions which provide that the Company and the Trustee may amend or supplement the Indenture or the Securities without notice to or the consent of any Holder in order to (i) cure any ambiguity, defect or inconsistency in the Indenture, provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders; (ii) comply with the requirements of the Indenture if the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all its property and assets, to any person; (iii) comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (iv) evidence and provide for the acceptance of appointment hereunder with respect to the Securities by a successor Trustee; (v) establish the form or forms or terms of the Securities of any series or of the coupons appertaining to such Securities as permitted by the Indenture; (vi) provide for uncertificated or unregistered Securities and to make all appropriate changes for such purpose; (vii) provide for a guarantee from a third party on outstanding Securities that are issued under the Indenture; or (viii) make any change that does not materially and adversely affect the rights of any Holder.

R-4




 

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 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.

Events of Default and Acceleration

In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Notes 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 market value of the Notes 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, acting through the Branch, shall, or shall cause the Calculation Agent to, provide notice to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, no later than one business day after the date of acceleration, of the amount of cash due with respect to each $1,000 principal amount of the Notes.

The Company, acting through the Branch, 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, acting through

R-5




 

the Branch, 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 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 calculation agent for the Notes (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 have no responsibility for good faith errors or omissions in its calculations and determinations, whether caused by negligence or otherwise.

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, acting through the Branch, which

R-6




 

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.

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.

R-7




 

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.

 

R-8



EX-99.4 5 a07-15955_1ex99d4.htm EX-99.4

Exhibit 99.4

[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.

Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

REGISTERED

 

CUSIP: 22542DAX8

 

 

 

 

 

PRINCIPAL AMOUNT: $1,090,000

NO. 1

 

 

 

CREDIT SUISSE

Asset Plus Notes Linked to the Performance of the S&P 500 Index

due December 12, 2008

CREDIT SUISSE, a corporation organized under the laws of, and duly licensed as a bank in, Switzerland (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), acting through its Nassau branch (the “Branch”), 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.

F-1




 

IN WITNESS WHEREOF, the Company, acting through the Branch, has caused this Note to be duly executed.

 

 

 

CREDIT SUISSE,

 

 

acting through its Nassau branch

 

 

 

By:

/s/ Peter Feeney

 

 

 

Name: Peter Feeney

 

 

Title:  Authorized Signatory

 

 

 

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:  June 12, 2007

 

THE BANK OF NEW YORK,

 

 

as Trustee

 

 

 

By:

/s/ Ignazio Tamburello

 

 

 

Authorized Signatory

 

F-2




 

[REVERSE OF NOTE]

CREDIT SUISSE
Asset Plus Notes Linked to the Performance of the S&P 500 Index

due December 12, 2008

This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to a senior indenture, dated as of March 29, 2007 (the “Indenture”), between the Company and The Bank of New York (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 Asset Plus Notes Linked to the Performance of the S&P 500 Index (the ”reference index”) due December 12, 2008 (the “Note”).

This Note will not pay interest.

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

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

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

R-1




 

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 minimum denominations of $1,000 and 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.

R-2




 

The Securities will not be redeemable at the option of the Company prior to maturity.

The Company will not be required to pay any Additional Amounts on the Securities.

Maturity Date

The Maturity Date of the Securities is December 12, 2008 (the “Maturity Date”); however, if a market disruption event exists on the final valuation date, as determined by the Calculation Agent, the Maturity Date will be the later of December 12, 2008, and the fifth Business Day following the date on which the final index level is calculated.

Redemption Amount

The Company will redeem the Securities at maturity for a redemption amount in cash that will equal the principal amount of the Securities multiplied by the sum of the out performance amount plus the index return, subject to a cap of 14% (the “Redemption Amount”).  The index return will be based on the increase or decrease of the final index level compared to the initial index level. The index return will equal:

final index level

 

 

initial index level

 

Thus, if the final index level is greater than or equal to the initial index level, the index return will be greater than or equal to 1, and the Redemption Amount will equal more than the principal amount of the Securities. If the final index level is less than the initial index level by more than the out performance amount, the index return will be less than 1, and the Redemption Amount will equal less than the principal amount of the Securities, but not less than the out performance amount multiplied by the principal amount.

The “out performance amount” is 8%.

The “initial index level” for the reference index is 1,490.72.

The “final index level” will equal the final level on the valuation date.

The “valuation date” is December 9, 2008, subject to postponement if a market disruption event occurs on the valuation date.

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

R-3




 

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” with respect to the reference index 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 applicable exchange and related exchanges (each as defined below), other than a day on which the applicable exchange or related exchanges is scheduled to close prior to its regular weekday closing time. “Exchange” with respect to the reference index means the principal exchange on which any stock underlying the reference index is traded. “Related exchange” means any exchange on which futures or options contracts relating to the reference index are traded.

Market Disruption Events

A “market disruption event” is, in respect of the reference index, the occurrence or existence on any index business day for the reference index 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) an exchange in securities that comprise 20% or more of the level of the reference index based on a comparison of (1) the portion of the level of the reference index attributable to each security in which trading is, in the determination of the calculation agent, materially suspended or materially limited relative to (2) the overall level of the reference index, in the case of (1) or (2) immediately before that suspension or limitation;

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

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

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

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

R-4




 

Agent in its sole and absolute discretion) but for the suspension or limitation, as of the valuation time on that deemed valuation date, of each such security comprising the reference index (subject to the provisions on adjustments to the calculation of the reference index below).

In the event that a market disruption event exists on the 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 valuation date for the reference index has been calculated. No interest or other payment will be payable because of any such postponement of the Maturity Date.

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.

Adjustments to the calculation of the reference index

If the reference index is (a) not calculated and announced by its sponsor but is calculated and announced by a successor acceptable to the Calculation Agent or (b) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the reference index, then the reference index will be deemed to be the index so calculated and announced by that successor sponsor or that successor index, as the case may be.

Upon any selection by the Calculation Agent of a successor index, the Calculation Agent will cause notice to be furnished to the Company 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 in the prospectus.

If (x) on or prior to a valuation date the index sponsor makes, in the determination of the Calculation Agent, a material change in the formula for or the method of calculating a reference index or in any other way materially modifies the reference index (other than a modification prescribed in that formula or method to maintain the reference index in the event of changes in constituent stocks and capitalization and other routine events) or (y) on any valuation date the index sponsor (or a successor sponsor) fails to calculate and announce the reference index, then the Calculation Agent will calculate the Redemption Amount using, in lieu of a published level for the reference index, the level for the reference index as at the valuation time on the valuation date as determined by the Calculation Agent in accordance with the formula for and method of calculating the reference index last in effect prior to that change or failure, but using only those securities that comprised the reference index immediately prior to that change or failure. Notice of adjustment of the reference index will be provided by the Trustee in the manner set forth in the prospectus.

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 the Company and the beneficial owners of the Securities, absent manifest error.

 

R-5




 

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 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.

R-6




 

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.

 

R-7



-----END PRIVACY-ENHANCED MESSAGE-----