BABCOCK & BROWN

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APPENDIX B – terms of issue 8.2 Offer Where BBSN are to be Resold under clause 4, each Holder is taken irrevocably to offer to sell those BBSN. 8.3 Power of attorney Each Holder irrevocably appoints the Issuer and any director, liquidator or administrator of the Issuer (each an Authorised Person) severally to be the attorney of the Holder and the agent of the Holder with power in the name and on behalf of the Holder to do all such acts and things, including signing all documents or transfers as may in the reasonable opinion of the Authorised Person be necessary or desirable to be done in order to record or perfect the Resale of any BBSN. 9 Maturity 10 Transactions 11 Enforcement The Issuer must on the Maturity Date, Exchange or Repay BBSN the subject of an Exit Notice and otherwise Repay all BBSN outstanding at that date in accordance with these Terms. The Issuer may enter into or vary any borrowing, other financial accommodation, guarantee and indemnity and may acquire, dispose of, create any security interest over or otherwise deal with any assets without requiring any consents from Holders or the Trustee. 11.1 Events of default (a) Subject to clause 11.1(b), each of the following is an Event of Default: (1) the Issuer fails to pay any interest or the Repayment Amount within 20 Business Days of it becoming due and payable; (2) the Issuer fails to Resell or Exchange BBSN within 20 Business Days of it being required to do so; or (3) the Issuer fails in a material respect to comply with any of its other material obligations under the Trust Deed or these Terms of Issue and, if in the reasonable opinion of the Trustee that failure can be remedied, that failure is not remedied to the reasonable satisfaction of the Trustee within 20 Business Days (or such longer period as the Trustee may permit) after notice of the failure has been given to the Issuer by the Trustee. (b) The deferral of any interest payment under clause 2.3(a) does not constitute an Event of Default. 11.2 Consequences If an Event of Default occurs, and continues, the Trustee may (subject to the following provisions of this clause 11) institute such proceedings against the Issuer as it may think fit on account of that Event of Default except that upon the occurrence of an Event of Default under clause 11.1(a)(1) the remedies available to the Trustee shall be limited to taking action to Wind Up or prove in a Winding Up. 11.3 Trustee not bound to enforce The Trustee shall not in any event be bound to take any action referred to in clause 11.2 unless: (a) it shall have been so requested by Holders holding between them at least 25% of BBSN on issue or it shall have been so directed by a Special Resolution; and 100 BABCOCK & BROWN SUBORDINATED NOTES
(b) it shall have been indemnified to its satisfaction against all costs, charges, liabilities and expenses which may be incurred by it in connection with that action. 11.4 No remedy against the Issuer Except as specifically provided by this clause 11 or the Trust Deed, no remedy against the Issuer shall be available to the Trustee or the Holders whether for the recovery of amounts owing in respect of any breach by the Issuer or any of its obligations under the Trust Deed (including these Terms of Issue) or otherwise. 11.5 Holders’ right to enforce No Holder shall be entitled to proceed directly against the Issuer to enforce any right or remedy under or in respect of any BBSN unless the Trustee, having become bound to proceed, fails to do so within 30 days and such failure shall be continuing, in which case any such Holder may, upon giving an indemnity satisfactory to the Trustee, in the name of the Trustee (but not otherwise), itself institute proceedings against the Issuer for the relevant remedy to the same extent (but not further or otherwise) that the Trustee would have been entitled to do so. 12 General 12.1 Ranking BBSN are unsecured notes and rank equally without any preference among themselves. 12.2 Issue of additional equity or debt securities The Issuer may from time to time without the consent of Holders or the Trustee create and issue further BBSN, any class of share capital or other equity or debt securities and create, issue, secure or guarantee any indebtedness upon such terms, including as to return of contribution or repayment in a Winding Up, as the Issuer may think fit (and including, for the avoidance of doubt, whether ranking ahead of, behind or equally with the claims of Holders). 12.3 Subordination (a) Relevant Claims are, to the extent permitted by law and subject to the exception in clause 12.3(b), subordinated to the Priority Claims of all Creditors. (b) No amount is payable by the Issuer in respect of any Relevant Claim if any amount is owing or outstanding by the Issuer to any Creditor in respect of any Priority Claim except that the Issuer must make payment under or in relation to a Relevant Claim as and when that payment, but for this clause 12.3, is due so long as (and only so long as): (1) no Winding Up of the Issuer has occurred; and (2) no amount is due and payable by the Issuer to any Creditor in respect of a Priority Claim which remains unpaid. (c) Amounts payable by the Issuer in respect of Relevant Claims shall in a liquidation of the Issuer following a Winding Up of the Issuer rank: (1) ahead of all holders of Ordinary Shares; and (2) after the Priority Claims of Creditors; and (3) equally with or, as the case may be, ahead of the Excluded Claims of Creditors. BABCOCK & BROWN SUBORDINATED NOTES 101
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BABCOCK & BROWN Sydney Melbourne Br
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Prospectus & supplementary prospect
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SUPPLEMENTARY PROSPECTUS Issuer Bab
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Key DAtes Key dates for the Offer D
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Guarantee: BBSN have the benefit of
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HoW to APPLy for BBsN Read Consider
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1. Key terms of BBSN BABCOCK & BROW
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Interest Payments (continued) Defer
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Babcock & Brown’s transaction rig
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2. answers to key questions BABCOCK
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Topic Summary More information BBSN
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Topic Summary More information Inte
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Topic Summary More information Exch
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Topic Summary More information Repa
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Topic Summary More information Guar
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3. Details of the Offer BABCOCK & B
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3.2.1 Source of Interest Payments B
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3.8 How do you complete Application
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4. information about babcock & brow
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4.2.1 Real Estate The Real Estate g
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distribution, bulk terminal and pow
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an economist with the Australian Tr
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5. summary financial information BA
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can be obtained free of charge by a
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Consolidated balance sheet (continu
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• performance fees earned from BJ
Page 53 and 54: 6. risk factors BABCOCK & BROWN SUB
Page 55 and 56: HISTORICAL BANK BILL SWAP RATE 8.0%
Page 57 and 58: Group. The interests of these Emplo
Page 59 and 60: terrorist attack, major plant break
Page 61 and 62: 6.3 General economic factors that m
Page 63 and 64: 7. Tax Letter BABCOCK & BROWN SUBOR
Page 65 and 66: 9 November 2005 The Directors Babco
Page 67 and 68: To the extent that a capital loss w
Page 69 and 70: 8. Additional information BABCOCK &
Page 71 and 72: • Subordination. A claim by the T
Page 73 and 74: may be invested or otherwise made u
Page 75 and 76: 8.6.1 Classes of shares The A Class
Page 77 and 78: Agreement. Under the agreement, the
Page 79 and 80: This right is independent of Babcoc
Page 81 and 82: 8.10 Summary of the Arrangement Dee
Page 83 and 84: Greenwoods & Freehills has acted as
Page 85 and 86: 8.20 Foreign acquisitions and takeo
Page 87 and 88: APPENDIX A - Glossary BABCOCK & BRO
Page 89 and 90: BBEM BBGP BBI Babcock & Brown Elect
Page 91 and 92: Guarantee Guarantor the unsecured a
Page 93 and 94: Security Trust Deed means the deed
Page 95 and 96: APPENDIX B - Terms of Issue BABCOCK
Page 97 and 98: (c) For the purposes of clause 2.1(
Page 99 and 100: 2.11 Method of payment Any amount w
Page 101 and 102: 4.4 Exit Notices (a) Once given by
Page 103: (2) (in the case of an entitlement
Page 107 and 108: 13 Amendments to these Terms of Iss
Page 109 and 110: Change in Control Event means each
Page 111 and 112: Issuer’s Group means the Issuer a
Page 113 and 114: APPENDIX C - arranger’s financial
Page 115 and 116: From time to time BBAH may act unde
Page 117 and 118: Pin cheque(s) here (do not staple)
Page 119 and 120: Pin cheque(s) here (do not staple)
Page 121 and 122: CORPORATE DIRECTORY Issuer Babcock
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BABCOCK & BROWN

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