BABCOCK & BROWN

Issuer’s Group means the Issuer and any company, trust or other entity the financial results of which are consolidated
into the Issuer’s consolidated financial statements as required under Chapter 2M of the Corporations Act.
Margin has the meaning given in clause 2.1(a).
Market Rate has the meaning given in clause 2.1(a).
Maturity Date means 15 November 2015.
Minimum Interest Rate has the meaning given in clause 2.1(b)(1).
Offer means the invitation made under the Prospectus.
Ordinary Share means an ordinary fully paid share in the capital of the Issuer.
Outstanding Interest has the meaning given in clause 2.4(a).
Priority Claim means a Claim other than an Excluded Claim or a Relevant Claim.
Prospectus means the prospectus dated 9 November 2005 issued by the Issuer for persons to subscribe for BBSN.
Realisation Date means each of the following dates:
(a) where the Issuer has received an Exit Notice under clause 4.1(a) — the Reset Date immediately following
the receipt of the relevant Exit Notice; or
(b) where the Issuer has received an Exit Notice under clause 4.2(b) or 4.2(c) — 60 Business Days after the date
of the notice issued by the Issuer under clause 4.2(a); or
(c) where the Issuer has given a:
(1) Repayment Notice to Holders under clause 5.1(a) — the Reset Date immediately following the giving
of the relevant notice; or
(2) Repayment Notice to Holders under clauses 5.1(c) or 5.1(d) — 25 Business Days after the date of the
notice issued by the Issuer under those clauses; or
(d) where BBSN are being Repaid or Exchanged on the Maturity Date — the Maturity Date.
Record Date means, for a payment of Interest, 7.00pm on the date which is seven days before the Interest
Payment Date for that Interest or where such date is not a business day, the preceding business day (business day
in this context is defined under the ASX Listing Rules), or such other date as may be required by ASX.
Reference Period has the meaning given in clause 6.2.
Register means the register of BBSN maintained by the Issuer and includes any sub-register established and
maintained under the Clearing House Electronic Sub-Register System (as defined in ASX Listing Rules).
Relevant Claim means a Claim of the Trustee or a Holder under or in respect of its BBSN.
Repayment means the repayment of BBSN in accordance with clause 7.
Repayment Amount in respect of a BBSN means the Face Value plus any Outstanding Interest as at the
Realisation Date that will not be separately paid in cash as interest on the Realisation Date.
Repayment Notice means a notice given by the Issuer to a Holder under clauses 5.1 or 4.3.
BABCOCK & BROWN SUBORDINATED NOTES 107