BABCOCK & BROWN

Change in Control Event means each of:
(a) a takeover bid is made to acquire all of the Ordinary Shares and the offer under the takeover bid is, or
becomes, unconditional and:
(1) the bidder has acquired at any time during the offer period a relevant interest in more than 50% of the
Ordinary Shares on issue; or
(2) the directors of the Issuer unanimously recommend acceptance of the offer under the takeover bid, and
acceptance of that offer would result in the bidder having a relevant interest in 100% of the Ordinary
Shares on issue; and
(b) a court approves a proposed scheme of arrangement which, when implemented, will result in a person having
a relevant interest in 100% of the Ordinary Shares on issue.
Change in Law Event means each of the following:
(a) in the opinion of the Directors (having obtained an opinion from reputable legal counsel) there is more than
an insubstantial risk that any entity in the Issuer’s Group (or the members or unitholders of, or any class of
persons (other than creditors in their capacity as such) holding an interest in, that entity) (for the purposes
of this clause, each a Protected Person) will be exposed to additional costs or the imposition of additional
requirements which the Directors determine at their sole discretion to be unacceptable, as a result of the
occurrence of any of the following on or after the Issue Date:
(1) the introduction, enactment, amendment, change, repeal, replacement or revocation of any law or
regulation affecting securities or any amendment or change to ASX Listing Rules, or the announcement
(including on a prospective basis) of any of the foregoing by a Governmental Agency or ASX; or
(2) any pronouncement, action or decision of a Governmental Agency or ASX interpreting or applying any
such law or regulation or ASX Listing Rules; and
(b) in the opinion of the Directors (having obtained an opinion from a reputable legal counsel or other tax
advisor), there is more than an insubstantial risk that a Protected Person would be exposed to more than a
de minimus increase in its costs (having regard to any tax deductions available to that Protected Person in
connection with the payment of Interest) in relation to BBSN as a result of, but not limited to, increased
taxes, duties or other governmental charges or civil liabilities as a result of the occurrence of any of the
following on or after the Issue Date:
(1) any amendment to, clarification of, or change (including any announcement prospective change), in the
laws or treaties or any regulations of Australia or any political subdivision or taxing authority of Australia
affecting taxation;
(2) any judicial decision, official administrative pronouncement, published or private ruling, regulatory
procedure, notice or announcement (including any notice or announcement of intent to adopt such
procedures or regulations) (Administrative Action); or
(3) any amendment to, clarification of, or change in the pronouncement that provides for a position with
respect to an Administrative Action that differs from the current generally accepted position, in each case,
by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in
which such amendment, clarification, change or Administrative Action is made known.
Claim means, in respect of any person, any claim, action, demand, suit or proceeding for damages or other
monetary compensation, debt, restitution, equitable compensation, account, injunction, specific performance or
other remedy that person has or may have, whether under contract, statute or otherwise, against the Issuer.
BABCOCK & BROWN SUBORDINATED NOTES 105