Lead Manager

BABCOCK & BROWN PROSPECTUS
Another Babcock & Brown subsidiary, Prime Energy Investor Services Pty Ltd, is the trustee of Prime Energy
Trust (PET), which is also wholly owned by PIT. Under the terms of the trust deed of PET the trustee is only
entitled to be paid fees for its services as agreed from time to time, and at present no such fee has been agreed
nor is any fee payable by PET.
These Babcock & Brown entities may be removed as responsible entity or trustee of the trusts at any time as follows:
• PIT: the responsible entity may be removed by an ordinary resolution of the unitholders in accordance with
section 601FM of the Corporations Act
• PIDT and PET: the trustee may, in each case, be removed by a special resolution (75% of votes cast by
unitholders entitled to vote on the resolution)
8.9.2 Offer Management Agreement
On 8 September 2004, Babcock & Brown and the Lead Manager entered into the Offer Management
Agreement. Under the agreement, the Lead Manager agreed to manage the Offer, including the bookbuild and
allocation processes for the Offer.
Babcock & Brown must pay the Lead Manager an aggregate base selling fee comprising:
• 3.0% of the total gross proceeds of the Offer up to $300 million, plus
• 2.5% of the total gross proceeds of the Offer between $300 million and $400 million, plus
• 2.0% of the total gross proceeds of the Offer in excess of $400 million
In addition, Babcock & Brown agrees to pay the Lead Manager an advisory success fee of $2 million and a work
fee of up to $400,000.The amount payable by Babcock & Brown will be reduced depending on the amount of
Shares allocated to the Foundation Investors. For a Foundation Offer above $100 million, the Lead Manager’s fee
will be reduced by $625,000.
Babcock & Brown must pay, or reimburse the Lead Manager for reasonable costs incurred in respect of the
Offer and all costs payable in relation to ASX’s delivery versus payment settlement service as soon as reasonably
practicable after a request for payment or reimbursement is made by the Lead Manager.The Lead Manager is
responsible for all fees and commissions due to any co-lead manager or co-manager it appoints.
Under the Offer Management Agreement, Babcock & Brown gives certain representations, warranties and
undertakings. Babcock & Brown’s undertakings include entering into certain escrow and restructure agreements
as described in the Prospectus.
Subject to certain exclusions relating to, among other things, fraud, recklessness, negligence and wilful misconduct
by an indemnified party, Babcock & Brown agrees to keep the Lead Manager and certain affiliated parties
indemnified from losses suffered in connection with the Offer.
The Lead Manager may terminate the Offer Management Agreement by notice to Babcock & Brown if one or
more of the termination events set out below occurs (although, in the case of the termination events marked
with an asterisk, the Lead Manager may not terminate the agreement unless it has reasonable grounds to believe
and does believe that (i) the event has or is likely to have a materially adverse effect on the success or Settlement
of the Offer or, the likely price at which the Shares will trade on ASX; or (ii) the event would give rise to a
material liability of the Lead Manager under any applicable law or regulation):
• * A statement contained in this Prospectus is misleading or deceptive, or a matter is omitted from this
Prospectus
• * There is an adverse change in the assets, liabilities, financial position or performance, profits, losses or
prospects of the Group
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