BABCOCK & BROWN

APPENDIX B – terms of issue
4 Holder exit rights
4.1 Reset Date or the Maturity Date
A Holder may request Exchange of all of their BBSN (or, in relation to a Reset Date, some of their BBSN, but
only if after such Exchange, the Holder will hold at least 100 BBSN) by providing an Exit Notice to the Issuer
requesting Exchange at least 35 Business Days (but no more than 50 Business Days) prior to each of:
(a) any Reset Date; and
(b) the Maturity Date.
4.2 Trigger Event or Change in Control Event
(a) The Issuer must give notice to Holders that a Trigger Event or a Change in Control Event (as applicable)
has occurred as soon as reasonably practicable after it becomes aware of such occurrence.
(b) A Holder may request Exchange or Repayment of all (but not some only) of their BBSN by providing an Exit
Notice to the Issuer after the occurrence of a Trigger Event — no later than 15 Business Days after the date of
the notice issued by the Issuer under clause 4.2(a).
(c) A Holder may request Exchange of all (but not some only) of their BBSN by providing an Exit Notice to the
Issuer after the occurrence of a Change in Control Event — no later than 15 Business Days after the date of
the notice issued by the Issuer under clause 4.2(a).
4.3 Issuer obligations on receipt of an Exit Notice
(a) On receipt of a valid Exit Notice given under clauses 4.1 or 4.2, the Issuer must give the Holder a Repayment
Notice no later than 25 Business Days prior to the Realisation Date, specifying:
(1) in relation to a Reset Date or a Change in Control Event, whether it will Exchange, Repay or Resell
(or a combination of Exchange, Repay and Resell);
(2) in relation to the Maturity Date, whether it will Exchange or Repay (or a combination of Exchange and
Repay); and
(3) in relation to Trigger Events:
(A) to the extent the Exit Notice requests Repayment of BBSN, whether it will Repay or Resell
(or a combination of Repay and Resell);
(B)
to the extent the Exit Notice requests Exchange of BBSN, whether it will Exchange, Repay or
Resell (or a combination of Exchange, Repay and Resell)
the relevant BBSN the subject of the Exit Notice.
(b) In determining which mechanism or mechanisms referred to in clause 4.3(a) is to apply, the Issuer must
endeavour to treat Holders on an approximately proportionate basis, but may discriminate to take account
of the effect on marketable parcels and other logistical considerations.
(c) The Issuer must do as it has specified in the Repayment Notice given under clause 4.3 on the Realisation Date.
(d) If the Issuer fails to give a Repayment Notice under this clause 4.3, it must Exchange or Repay BBSN
as requested in the Exit Notice on the Realisation Date.
96 BABCOCK & BROWN SUBORDINATED NOTES