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

2. Book-Entry Ownership
2.1 Euroclear and Clearstream, Luxembourg: Each Regulation S Global Note will have an ISIN and a
Common Code and will be registered in the name of a nominee for, and deposited with a common
depository on behalf of, Euroclear and Clearstream, Luxembourg.
2.2 DTC: Each Rule 144A Global Note will have a CUSIP number and will be deposited with a custodian
(the DTC Custodian) for, and registered in the name of Cede & Co. as nominee of, DTC. The DTC
Custodian and DTC will electronically record the principal amount of the Notes held within the DTC
system.
3. Payments and Relationship of Participants with Clearing Systems
3.1 General: Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as
the holder of a Note represented by a Global Note must look solely to Euroclear, Clearstream,
Luxembourg or DTC (as the case may be) for his share of each payment made by the Issuer to the
holder of such Global Note (save in the case of payments not effected in U.S. dollars pursuant to
separate payment arrangements outside DTC, as referred to below) and in relation to all other rights
arising under the Global Note, subject to and in accordance with the respective rules and procedures of
Euroclear, Clearstream, Luxembourg or DTC (as the case may be). Such persons shall have no claim
directly against the Issuer in respect of payments due on the Notes for so long as the Notes are
represented by such Global Note and the obligations of the Issuer will be discharged by payment to the
holder of such Global Note in respect of each amount so paid. None of the Issuer, the Trustee or any
Agent will have any responsibility or liability for any aspect of the records relating to or payments
made on account of ownership interests in any Global Note or for maintaining, supervising or
reviewing any records relating to such ownership interests.
3.2 Currency of Payments: Payments of principal and interest in respect of Rule 144A Global Notes will
be made in accordance with the following provisions:
(a)
(b)
in the case of those DTC Participants entitled to receive the relevant payment who have made
an irrevocable election to DTC, in the case of interest payments, on or prior to the third DTC
Business Day (as defined below) after the Record Date for the relevant payment of interest
and, in the case of principal payments, at least 12 DTC Business Days prior to the relevant
payment date of principal, to receive such payment in the relevant currency, by wire transfer
in immediately available funds to the bank account designated by such Noteholder in such
election notice in such currency; and
in the case of those DTC Participants entitled to receive the relevant payment who have made
no such election, by conversion of such amounts into U.S. dollars by the Transfer Agent and
delivery thereof by the Transfer Agent, after converting amounts in such currency into U.S.
dollars, in same day funds to DTC for payment through its settlement system to those DTC
Participants entitled to receive euro. The Agency Agreement sets out the manner in which
such conversions are to be made.
DTC Business Day means a day on which DTC is open for business.
4. Settlement and Transfer of Notes
Subject to the rules and procedures of each applicable Clearing System, purchases of Notes held
through a Clearing System must be made by or through Direct Participants, which will receive a credit
for such Notes on the Clearing System’s records. The ownership interest of each actual purchaser of
each such Note (the Beneficial Owner) will in turn be recorded on the records of the Direct Participant
or Indirect Participant (as the case may be). Beneficial Owners will not receive written confirmation
from any Clearing System of their purchase. Transfers of ownership interests in Notes held through a
Clearing System will be effected by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership
interest in such Notes unless and until any Global Note in respect of which they have such an
ownership interest held through a Clearing System is exchanged for Definitive Notes.
The laws of some states in the United States require that certain persons take physical delivery in
definitive form of securities. Consequently, the ability to transfer interests in a Global Note to such persons may
be limited. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC
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