BABCOCK & BROWN

4.4 Exit Notices
(a) Once given by a Holder, an Exit Notice cannot be withdrawn without the written consent of the Issuer.
(b) An Exit Notice must be accompanied by evidence of title reasonably acceptable to the Issuer for BBSN
the subject of the Exit Notice and is not taken to be a valid notice unless and until such evidence is actually
received by the Issuer.
(c) A Holder must not deal with, transfer, dispose of or encumber any BBSN the subject of an Exit Notice once
that notice has been given.
(d) Where the Issuer has received a valid Exit Notice in respect of any particular BBSN, any Exit Notice
subsequently received will be taken to apply only to BBSN which were not the subject of the prior Exit
Notice. The Directors may apply such adjustments (if any) as the Directors consider to be reasonably necessary
to reflect this.
5 Issuer exit rights
5.1 Issuer exit rights
(a) The Issuer may give a Repayment Notice to Holders, no later than 25 Business Days (but no more than three
months) prior to a Reset Date — to Repay some or all BBSN.
(b) The Issuer must (except to the extent it has already given a Realisation Notice under clause 4.3 in response to
an Exit Notice) give a Repayment Notice to Holders, no later than 25 Business Days (but no more than three
months) prior to the Maturity Date — to Repay all (but not some only) BBSN.
(c) On occurrence of a Change in Law Event, a Change in Control Event or a Delisting Event, the Issuer may
give a Repayment Notice to Holders, given at the same time as or no later than 10 Business Days after the
date of the notice under clause 5.1(e) issued by the Issuer of the occurrence of the Change in Law Event,
Change in Control Event or Delisting Event — to Repay all (but not some only) BBSN.
(d) If the aggregate Face Value of BBSN on issue is less than $50 million, the Issuer may give a Repayment
Notice to Holders, given at the same time as or no later than 10 Business Days after the date of the notice
under clause 5.1(e) issued by the Issuer of the occurrence of an event described in this clause 5.1(e) — to
Repay all (but not some only) BBSN.
(e) The Issuer must give notice to Holders that an event as described in clauses 5.1(c) or 5.1(d) has occurred
as soon as reasonably practicable after it becomes aware of such occurrence.
5.2 Repayment Notices
(a) The Issuer must do as it has specified in the Repayment Notice given under clause 5.1 on the Realisation Date.
(b) Where a Holder has sent an Exit Notice and the Issuer has sent that Holder a Repayment Notice under clause
5.1, such Repayment Notice shall be deemed to be a Repayment Notice under clause 4.3 in relation to
BBSN the subject of the Exit Notice to the extent there are sufficient BBSN the subject of the Exit Notice,
and a Repayment Notice under clause 5.1 in respect of any balance of BBSN.
(c) Any Repayment Notice given by the Issuer is irrevocable.
BABCOCK & BROWN SUBORDINATED NOTES 97