BABCOCK & BROWN

APPENDIX B – terms of issue
Corporations Act means Corporations Act 2001 (Cth).
Creditor means all creditors of the Issuer from time to time other than the Trustee and the Holders
(in their capacities as such).
Deferred Interest means any interest deferred under clause 2.3(a).
Delisting Event means each of:
(a) the Issuer ceases to be listed on ASX; and
(b) Ordinary Shares are suspended from trading on ASX for a period of 20 consecutive Business Days.
Director means a director of the Issuer.
Event of Default has the meaning given in clause 11.1.
Exchange means a Holder ceasing to hold BBSN and receiving Ordinary Shares by either of the mechanisms
set out in clause 6.
Exchange Discount means 2.5%, or as determined under clause 3.
Exchange Ratio has the meaning given in clause 6.2.
Excluded Claim means a Claim which by its terms is expressed to rank equally with or after Relevant Claims.
Exit Notice means a notice given by a Holder to the Issuer under clause 4.1 or 4.2.
Face Value has the meaning given in clause 1.2.
Fixed Rate (expressed as a percentage per annum) means the rate calculated as the average of the mid-points of the
quoted average swap reference rates for a term corresponding as closely as practicable (in the reasonable opinion
of the Issuer) to the period from the relevant Reset Date until the next Reset Date at three predetermined times
(determined by the Issuer) on Reuters page CMBE (or any page which replaces that page) on the relevant date.
Governmental Agency means a government or a governmental, semi-government, administrative, fiscal or
judicial body, department, commission, authority, tribunal, agency or entity.
Holder means a person whose name is for the time being registered in the Register as the holder of BBSN.
Interest has the meaning given in clause 2.1.
Interest Payment Date has the meaning given in clause 2.2 whether or not Interest is paid on that date.
Interest Period means in respect of:
(a) the first Interest Period, the period from (and including) the Settlement Date until (but excluding) the first
Interest Payment Date; and
(b) each subsequent Interest Period, the period from (and including) the preceding Interest Payment Date until
(but excluding) the next Interest Payment Date.
Interest Rate has the meaning given in clause 2.1.
Issue Date means the date on which BBSN are issued, which is expected to be on or about 14 December 2005.
Issuer means Babcock & Brown Limited ABN 53 108 614 955.
106 BABCOCK & BROWN SUBORDINATED NOTES