Credit Suisse AG 6-K, filed Sep 9, 2020

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 OF1934

September 9, 2020

Commission File Number 001-33434

CREDIT SUISSE AG

(Translation of Registrant’s Name Into English)

Paradeplatz 8, 8001 Zurich, Switzerland

(Address of Principal Executive Offices)

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.

Explanatory note

This report on Form 6-K contains the exhibits set forth below.  This report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement No. 333-238458-02 of Credit Suisse AG.

Exhibit 4.1: Third Supplemental Indenture between Credit Suisse and The Bank of New York Mellon, as trustee, dated as of September 9, 2020, to the Senior Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007.

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.

Exhibit 4.1

CREDIT SUISSE AG

(the Company)

AND

THE BANK OF NEW YORK MELLON

(formerly known as The Bank of New York)

(the Trustee)

THIRD SUPPLEMENTAL INDENTURE

dated as of September 9, 2020

Supplemental to the Senior Indenture,

dated as of March 29, 2007

THIRD SUPPLEMENTAL INDENTURE, dated as of September 9, 2020 (this “Third Supplemental Indenture”), between CREDIT SUISSE AG, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (the “Company”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (the “Trustee”), to the Base Indenture (as defined below).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee have previously executed a senior indenture, dated as of March 29, 2007 (the “Base Indenture”), and a first supplemental indenture, dated as of May 6, 2008 (the “First Supplemental Indenture”), and a second supplemental indenture dated as of March 25, 2009 (the “Second Supplemental Indenture”), each supplementing the Base Indenture;

WHEREAS, pursuant to Sections 2.03, 9.01(e) and 9.01(h) of the Base Indenture, the Company desires to amend the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, to (i) permit manual, facsimile and electronic execution and authentication of future series or tranches of the Securities and (ii) amend the definition of Event of Default with respect to Securities issued on or after the date hereof;

WHEREAS, the Company has authorized the execution and delivery of this Third Supplemental Indenture;

WHEREAS, at the request of the Trustee, the Company has furnished the Trustee with (i) an Opinion of Counsel complying with the requirements of Sections 9.05, 10.03 and 10.04 of the Base Indenture and to the effect that, among other things, this Third Supplemental Indenture has been duly executed and delivered by the Company, and (ii) an Officers’ Certificate complying with the requirements of Sections 10.03 and 10.04 of the Base Indenture; and

WHEREAS, all conditions and requirements necessary to make this Third Supplemental Indenture a valid agreement of the Company, in accordance with the terms of the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, and a valid amendment of and supplement to the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, have been done.

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities of any tranche of the series established by the Base Indenture, as amended or supplemented from time to time, by the Holders thereof from time to time on or after the date hereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all such Holders of such tranche of such series, that the Base Indenture is supplemented and amended, to the extent and for the purposes expressed herein, as follows:

1.                  For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings set forth in the Base Indenture.

2.                  The first paragraph of Section 2.02 of the Base Indenture is hereby amended and restated in its entirety to read as follows with respect to Securities issued on or after the date hereof:

Execution and Authentication. Any two Authorized Persons shall execute the Securities (other than coupons) for the Company by manual, facsimile or electronic (including, without limitation, DocuSign and AdobeSign and other similar applications) signature in the name and on behalf of the Company. If an Authorized Person whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

3.                  The third paragraph of Section 2.02 of the Base Indenture is hereby amended and restated in its entirety to read as follows with respect to Securities issued on or after the date hereof:

A Security (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs the certificate of authentication on the Security (which signature may be manual, facsimile or electronic (including, without limitation, DocuSign and AdobeSign and other similar applications)). The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

4. Section 6.01(a) of the Base Indenture is hereby amended and restated in its entirety to read as follows with respect to Securities issued on or after the date hereof:

(a)        the Company defaults in the payment of all or any part of the Principal of any Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise, and such default continues for a period of 30 days;

5.       Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts and all of said counterparts executed and delivered each as an original shall constitute but one and the same instrument.

6.       Trustee’s Duties, Responsibilities and Liabilities. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of such statements. The Trustee makes no representation as to the validity of this Third Supplemental Indenture. The Trustee assumes no duties, responsibilities or liabilities by reason of this Third Supplemental Indenture other than as set forth in the Base Indenture, and this Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions of its acceptance of the trust under the Base Indenture, as fully as if said terms and conditions were herein set forth at length.

7.       Ratification and Confirmation. As amended and modified by this Third Supplemental Indenture, the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, is in all respects ratified and confirmed and the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.

[Signature Page to Third SupplementalIndenture]

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[Signature Page to Third SupplementalIndenture]

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