Bank of New York and Credit Suisse - s. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) -- trust indenture governed by the United States Trust Indenture Act of 1939, as amended, exempted from the requirements of Part V of the Business Corporations Act (Ontario) in connection with a public offering of debt securities in Canada.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 46(2), 46(3), 46(4), Part V.

Securities Act, R.S.O. 1990, c. S.5, as am.

Trust Indenture Act of 1939, 53 Stat. 1149 (1939), 15 U.S.C., Secs. 77aaa-77bbb, as am.

February 8, 2008

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

THE BANK OF NEW YORK AND

CREDIT SUISSE

ORDER

(Subsection 46(4) of the OBCA)

UPON the application of The Bank of New York (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 46(4) of the OBCA exempting a trust indenture entered into between Credit Suisse ("CS") and the Applicant from the requirements of Part V of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by CS and the Applicant to the Commission that:

1. The Applicant is a banking corporation organized under the laws of New York and is neither resident nor authorized to do business in Ontario and is the trustee under an indenture (the "Indenture") entered into between CS and the Applicant.

2. CS has advised the Applicant that CS is a corporation incorporated under the laws of Switzerland and upon the filing of a (final) prospectus and the granting of a receipt therefor will be a reporting issuer not in default under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") or the regulations promulgated thereunder. CS's head office is located at Paradeplatz 8, CH-8070, Zurich, Switzerland.

3. CS proposes to sell debt securities (the "Debt Securities") in Canada under the Indenture. The Indenture is governed by the laws of the State of New York. A final form of the Indenture was filed with the United States Securities and Exchange Commission (the "SEC") as an exhibit to the Amendment No. 1 to the registration statement (the "Registration Statement") of CS on Form F-3, dated March 29, 2007, that contains a final base shelf prospectus dated March 29, 2007 under which debt securities of CS may be offered for sale in the United States.

4. A short form base shelf prospectus will be filed by CS with the Commission pursuant to the applicable requirements of National Instrument 44-101 -- Short Form Prospectus Distributions and National Instrument 44-102 -- Shelf Distributions to qualify the distribution of the Debt Securities in each of the provinces and territories of Canada. The Indenture will be filed by CS with the Commission in connection with the filing of the prospectus.

5. Public offers and sales of the Debt Securities will not be made in the United States.

6. It is currently anticipated that CS will apply for the Debt Securities to be listed on a stock exchange, but CS may decide not to list the Debt Securities.

7. Because a form of Ontario prospectus will be filed under the Act, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA.

8. As a result of the filing of the Registration Statement with the SEC, the Indenture is subject to and governed by the provisions of the United States Trust Indenture Act of 1939 (the "TIA"). Upon the receipt of requested exemptions under the OBCA pursuant to this Order, the Indenture will continue to be subject to the TIA. The Indenture provides that there shall always be a trustee thereunder that satisfies the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the TIA and that the terms of such Indenture will be consistent with the requirements of the TIA.

9. Because the TIA regulates trustees and trust indentures of publicly offered debt securities in the United States in a manner that is consistent with Part V of the OBCA, holders of Debt Securities in Ontario will not, subject to paragraph 10, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA.

10. The Applicant has filed with the Commission and will file on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario (a "Submission to Jurisdiction and Appointment of Agent for Service of Process").

11. CS has advised the Applicant that any pricing supplement or prospectus supplement under which Debt Securities will be offered or sold in Ontario will disclose the existence of this Order and state that the Applicant, its officers and directors, and the assets of the Applicant are located outside of Ontario and, as a result, it may be difficult for a holder of Debt Securities to enforce rights against the Applicant, its officers or directors, or the Applicant's assets and that the holder may have to enforce rights against the Applicant in the United States.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 46(4) of the OBCA, that the Indenture is exempt from Part V of the OBCA, provided that:

(a) the Indenture is governed by and subject to the TIA; and

(b) the Applicant, or any trustee that replaces the Applicant under the terms of the Indenture, has filed with the Commission and on SEDAR a "Submission to Jurisdiction and Appointment of Agent for Service of Process".