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EXHIBIT 4.11
[FORM OF SENIOR GUARANTEED DEBT SECURITY]
[FACE OF [NOTE] [DEBENTURE]]
PRINCIPAL AMOUNT: ___________
CUSIP: ___________
No.: ___________
[Unless and until it is exchanged in whole or in part for [Notes] [Debentures]
in definitive registered form, this [Note] [Debenture] may not be transferred
except as a whole by the Depositary to the 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.]
CREDIT SUISSE GROUP FINANCE (DELAWARE) LLC I
__% [Note]
[Sinking Fund Debenture]
Due _________
GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY
CREDIT SUISSE GROUP
CREDIT SUISSE GROUP FINANCE (DELAWARE) LLC I, a limited liability
company organized under the laws of the State of Delaware (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ________, or registered
assigns, at the office or agency of the Company in New York, New York, the
principal sum of _______ dollars on _______________, in the coin or currency of
the United States, and to pay interest, semi-annually on ______ and ______ of
each year, commencing __________, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum specified in the title
of this [Note] [Debenture], from the _____ or the ______, as the case may be,
next preceding the date of this [Note] [Debenture] to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this [Note]
[Debenture], or unless no interest has been paid or duly provided for on these
[Notes] [Debentures], in which case from __________, until payment of said
principal sum has been made or duly provided for; PROVIDED, that payment of
interest may be made at the option of the Company by check mailed to the address
of the person entitled thereto as such address shall appear on the Security
register or by wire transfer as provided in the Indenture. Notwithstanding the
foregoing, if the date hereof is after the __th day of _____ or ______, as the
case may be, and before the following ______ or ______, this [Note] [Debenture]
shall bear interest from such ______ or ______; PROVIDED, that if the Company
shall default in the payment of interest due on such _____ or _____, then this
[Note] [Debenture] shall bear interest from the next preceding
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_____ or _____, to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on these [Notes] [Debentures], from
________. The interest so payable on any ____ or ____ will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this [Note] [Debenture] is registered at the close
of business on the ____ or ______, as the case may be, next preceding such _____
or ______, whether or not such day is a Business Day.
Reference is made to the further provisions of this [Note] [Debenture]
set forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This [Note] [Debenture] shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture referred to on the reverse
hereof.
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IN WITNESS WHEREOF, CREDIT SUISSE GROUP FINANCE (DELAWARE) LLC I has
caused this [Note][Debenture] to be duly executed.
CREDIT SUISSE GROUP FINANCE
(DELAWARE) LLC I
By:
-----------------------------
Name:
Title:
By:
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Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
-----------------------------
Authorized Officer
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REVERSE OF [NOTE] [DEBENTURE]]
CREDIT SUISSE GROUP FINANCE (DELAWARE) LLC I
__% [Note]
[Sinking Fund Debenture]
Due_________
GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY
CREDIT SUISSE GROUP
This [Note] [Sinking Fund Debenture] is one of a duly authorized issue
of debentures, notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities") of the series hereinafter specified, all
issued or to be issued under and pursuant to a senior indenture dated as of
__________, 2002 (herein called the "Indenture"), among the Company, Credit
Suisse Group, as guarantor (the "Guarantor," which term includes any successor
guarantor under the Indenture) and JPMorgan Chase Bank, as trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Company, the Guarantor, the Trustee and the Holders of the Securities including
the Guarantee endorsed hereon. 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 in the Indenture provided. This [Note] [Debenture] is one of a
series designated as the ___% [Notes] [Sinking Fund Debentures] Due _______ of
the Company, limited in aggregate principal amount to $__________.
Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue Principal and, to the
extent lawful, on overdue installments of interest at the rate per annum borne
by this [Note] [Debenture]. 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.
In case an Event of Default (as defined in the Indenture) with respect
to the ___% [Notes] [Sinking Fund Debentures] Due ____ shall have occurred and
be continuing, the Principal hereof and the interest accrued hereon, if any, may
be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
As provided in the Indenture and subject to certain limitations
therein set forth, the obligations of the Company under the Indenture and this
[Note] [Sinking Fund Debenture] are Guaranteed pursuant to the Guarantee
endorsed hereon.
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The Indenture contains provisions which provide that, without prior
notice to any Holders, the Company, the Guarantor and the Trustee may amend the
Indenture, the Guarantee and the Securities of any series with the written
consent of the Holders of a majority in principal amount (or, if any Securities
are Original Issue Discount Securities, such portion of the Principal as then
may be accelerated) 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 (or, if any Securities are Original Issue Discount
Securities, such portion of the Principal as may then be accelerated) of the
outstanding Securities of all series affected thereby (all such series voting as
one class) by written notice to the Trustee may waive future compliance by the
Company and the Guarantor with any provision of the Indenture, the Guarantee or
the Securities of such series; 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 thereof or the rate of
interest thereon (including any amount in respect of original issue discount),
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, insolvency or similar
proceedings, or change any place of payment where, or the currency in which, any
Security or the interest thereon is payable, modify any right to convert or
exchange such Holder's Security for another security to the detriment of the
Holder, 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, or 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.
It is also provided in the Indenture 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.
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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]
[Debenture] or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal of and
interest on this [Note] [Debenture] in the manner, at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.
The [Notes] [Debentures] are issuable initially only in registered
form without coupons in denominations of [$1,000] or any integral multiple
thereof and are transferable and exchangeable 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.
[This [Note] [Debenture] will not be redeemable at the option of the
Company prior to maturity.] [This [Note] [Debenture] is redeemable prior to
maturity ___________.] [This Debenture is entitled to the benefits of a
mandatory sinking fund as follows: ____________.]
Upon due presentment for registration of transfer of this [Note]
[Debenture] at the office or agency of the Company in the Borough of Manhattan,
The City of New York, a new [Note or Notes] [Debenture or Debentures] of
authorized denominations for an equal aggregate principal amount and with the
Guarantee endorsed thereon will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.
The Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may deem and treat the registered Holder hereof as
the absolute owner of this [Note] [Debenture] (whether or not this [Note]
[Debenture] 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 Principal hereof and, subject to the provisions hereof, interest hereon,
and for all other purposes, and none of the Company, the Guarantor or the
Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by any notice to the contrary.
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No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or any indenture supplemental thereto or in any
[Note] [Debenture], 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, of the
Guarantor or of any successor, either directly or through the Company, the
Guarantor 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.
Terms used herein which are defined in the Indenture 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] [Debenture].
GUARANTEE
OF
CREDIT SUISSE GROUP
For value received, Credit Suisse Group, a company organized under the laws of
Switzerland, having its principal executive offices at Paradeplatz 8, P.O. Box
1, CH 8070, Zurich, Switzerland (herein called the "Guarantor," which term
includes any Person as a successor Guarantor under the Indenture referred to in
the Security upon which this Guarantee is endorsed), hereby fully and
unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed and to the Trustee on behalf of each such Holder the due
and punctual payment of the Principal of and interest on such Security and the
due and punctual payment of the sinking fund or analogous payments referred to
therein, if any, when and as the same shall become due and payable, whether on
the stated maturity date, by declaration of acceleration, call for redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of Credit Suisse Group Finance (Delaware) LLC I,
a limited liability company organized under the laws of the State of Delaware
(herein called the "Borrower", which term includes any successor Person under
such Indenture), to punctually make any such payment of Principal or interest or
any such sinking fund or analogous payment, the Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether on the stated maturity date or by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the
Borrower.
The indebtedness evidenced by this Guarantee is ranked equally and pari passu
with all other unsecured and unsubordinated debt of the Guarantor.
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The Guarantor hereby agrees that its obligations hereunder shall be as if it
were the principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any failure
to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Borrower with respect thereto, by the
Holder of such Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or Guarantor;
provided, however, that, notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent of the Guarantor, increase
the Principal amount of such Security, or increase the interest rate thereon, or
alter the stated maturity date thereof, or increase the principal amount of any
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Article 7 of
such Indenture. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Borrower, any right to require a proceeding first against the Borrower,
protest or notice with respect to such Security or the indebtedness evidenced
thereby or with respect to any sinking fund or analogous payment required under
such Security and all demands whatsoever, and covenants that this Guarantee will
not be discharged except by payment in full of the Principal of and interest on
such Security. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such Security
and the Trustee against the Borrower in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the
Principal of and interest on all Securities of the same series issued under such
Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of this Guarantee or of
such Indenture shall alter or impair the guarantees of the Guarantor which are
absolute and unconditional, of the due and punctual payment of the Principal of
and interest on, and any sinking fund or analogous payments with respect to, the
Security upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee which are defined in such Indenture shall have
the meanings assigned to them in such Indenture.
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This Guarantee shall be governed by and construed in accordance with the laws of
the State of New York.
Executed and dated the date on the face hereof.
CREDIT SUISSE GROUP,
as the Guarantor
By:
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Name:
Title:
By:
-----------------------------
Name:
Title:
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
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the within [Note] [Debenture] and all rights thereunder, hereby irrevocably
constituting and appointing
__________________________________________________________________attorney to
transfer such [Note] [Debenture] on the books of the Issuer, with full power of
substitution in the premises.
Signature:
Dated:
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NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of the within [Note]
[Debenture] in every particular
without alteration or
enlargement or any change
whatsoever.