CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED $2,000,000,000 3.800% Senior Notes due 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2016 • Credit Suisse Group Funding (Guernsey) LTD • Security brokers, dealers & flotation companies • New York
Credit Suisse Group Funding (Guernsey) Limited, a Guernsey incorporated non- cellular company limited by shares (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and the several initial purchasers named in the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $2,000,000,000 aggregate principal amount of its 3.800% Senior Notes due 2023 (the “Initial Securities”) to be unconditionally guaranteed by Credit Suisse Group AG (the “Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, to be dated as of June 10, 2016 (the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limit
ContractCredit Suisse Group Funding (Guernsey) LTD • September 30th, 2016 • Security brokers, dealers & flotation companies
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED, as the Company, CREDIT SUISSE GROUP AG, as the Guarantor and U.S. Bank National Association, as Trustee 3.800% SENIOR NOTES DUE 2023 INDENTURE Dated as of June 10, 2016Credit Suisse Group Funding (Guernsey) LTD • September 30th, 2016 • Security brokers, dealers & flotation companies • New York
THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF SUCH NOTES SENT TO THEIR REGISTERED ADDRESSES, TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED NOTES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS NOTE AND ANY NOTES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON).
