PROSPECTUS DUCHESS VI CLO BV CITIGROUP Dated 17 August ...

Sterling LIBOR, respectively for such period plus 0.27 per cent. per annum plus, in the case of any
Interest Accrual Period during which the Senior Notes are not rated at least Aa3 by Moody’s and AAby
Standard & Poor’s, respectively, an additional rate of 0.125 per cent. per annum plus an amount in
respect of mandatory costs. If the Issuer fails to pay any amount in accordance with the Revolving
Loan Facility Agreement, default interest accrues on such amount at the per annum rate above plus
1 per cent. per annum.
(m)
Additional Class F Secured Income Additional Interest: If the aggregate of income and gains earned
by the Issuer during an accounting period exceeds the costs and expenses accrued for that period, such
excess shall accrue as Additional Class F Secured Income Interest on the Class F Secured Income
Notes but shall only be payable on any Payment Date following payment in full of all amounts payable
pursuant to the Priorities of Payment on such Payment Date.
7. Redemption
(a)
(b)
Final Redemption: Save to the extent previously redeemed and cancelled, the Notes of each Class will
be redeemed (or, in the case of the Revolving Loan Facility, repaid) on the Maturity Date of such
Notes. In the case of a redemption pursuant to this Condition 7(a) (Final Redemption), the Senior
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes will be redeemed
(or, in the case of the Revolving Loan Facility, repaid) at their outstanding principal amount and the
Class F Secured Income Notes will be redeemed at the amount equal to their pro rata share of the
amounts of Principal Proceeds to be applied towards such redemption pursuant to paragraphs (Z) and
(CC) of Condition 3(c)(ii) (Application of Principal Proceeds on Payment Dates). Notes may not be
redeemed other than in accordance with this Condition 7 (Redemption) and the Class J Combination
Notes shall be redeemed in accordance with the redemption provisions applicable to the respective
Components of each Class J Combination Note, as applicable.
Optional Redemption
(i) (A) Redemption at the Option of the Class F Secured Income Noteholders: Subject to
the provisions of Condition 7(b)(ii) (Conditions to Optional Redemption at the
Option of the Class F Secured Income Noteholders and Currency Redemption at the
Option of the Collateral Manager), the Senior Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (and, for the avoidance of doubt, the
Class E Component of the Class J Combination Notes relating thereto) shall be
redeemed (or, in the case of the Revolving Loan Facility, repaid) by the Issuer, in
whole but not in part, at the applicable Redemption Prices (or, in the case of the
Revolving Loan Facility, the principal amount outstanding together with any accrued
interest and any accrued Commitment Fee) and the Class F Secured Income Notes
(and, for the avoidance of doubt, the Class F Component of the Class J Combination
Notes relating thereto) shall, at the option of such Class F Secured Income
Noteholders be redeemed in whole or in part by the Issuer of the applicable
Redemption Prices, in each case, on any Payment Date falling on or after the fifth
anniversary of the Closing Date or, upon the occurrence of a Collateral Tax Event, on
any Payment Date falling after such occurrence, at the request in writing of the
holders of at least 66 2 / 3 per cent. of the aggregate principal amount of Class F
Secured Income Notes Outstanding (as evidenced by duly completed Redemption
Notices) in accordance with the procedures described in paragraph (ii) below. The
Issuer shall procure that notice of such redemption, including the applicable
Redemption Date, shall be given to the Noteholders in accordance with Condition 16
(Notices) and to the Rating Agencies.
A Collateral Tax Event is the introduction of a new, or any change in, home
jurisdiction or foreign tax statute, treaty, regulation, rule, ruling, practice, procedure
or judicial decision or interpretation which results in any portion of any payment due
from any issuer or obligor under any Collateral Debt Security held by or on behalf of
the Issuer becoming properly subject to the imposition of home jurisdiction or
foreign withholding tax which withholding tax (i) is not compensated for by a
“gross-up” provision in the terms of the Collateral Debt Security and (ii) amounts, in
the aggregate, to 5 per cent. or more of the aggregate interest payments on all of the
Collateral Debt Securities held by or on behalf of the Issuer during the related Due
Period.
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