Credit Suisse Group Capital (Delaware) Trust II Sample Contracts

CREDIT SUISSE (USA), INC.,
Credit Suisse • March 29th, 2007 • Credit Suisse Group Capital (Delaware) Trust II • Security brokers, dealers & flotation companies

SECOND SUPPLEMENTAL INDENTURE, dated as of March 26, 2007 (this “Second Supplemental Indenture”), among CREDIT SUISSE (USA), INC. (as successor to DONALDSON, LUFKIN & JENRETTE, INC.), a Delaware corporation (the “Company”), CREDIT SUISSE GROUP, a company organized under the laws of Switzerland (the “Group Guarantor”), CREDIT SUISSE, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (the “Bank Guarantor”), and THE BANK OF NEW YORK (as successor to THE CHASE MANHATTAN BANK), a New York banking corporation (the “Trustee”), to the Base Indenture (as defined below). The Group Guarantor and the Bank Guarantor are also referred to herein as a “Guarantor” and collectively as the “Guarantors.”

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CREDIT SUISSE (USA), INC.,
Supplemental Indenture • March 29th, 2007 • Credit Suisse Group Capital (Delaware) Trust II • Security brokers, dealers & flotation companies

FIRST SUPPLEMENTAL INDENTURE, dated as of March 26, 2007 (this “First Supplemental Indenture”), among CREDIT SUISSE (USA), INC. (formerly known as CREDIT SUISSE FIRST BOSTON (USA), INC.), a Delaware corporation (the “Company”), CREDIT SUISSE GROUP, a company organized under the laws of Switzerland (the “Group Guarantor”), CREDIT SUISSE, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (the “Bank Guarantor”), and THE BANK OF NEW YORK (as successor to THE CHASE MANHATTAN BANK), a New York banking corporation (the “Trustee”), to the Base Indenture (as defined below). The Group Guarantor and the Bank Guarantor are also referred to herein as a “Guarantor” and collectively as the “Guarantors.”

Debt Securities UNDERWRITING AGREEMENT
Terms Agreement • March 29th, 2007 • Credit Suisse Group Capital (Delaware) Trust II • Security brokers, dealers & flotation companies • New York
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