BABCOCK & BROWN

Topic Summary More information
Repayment (continued)
What are Babcock • Babcock & Brown may Repay or Resell (or a combination of Repay Appendix B
& Brown’s exit and Resell) BBSN the subject of an Exit Notice issued by a Holder clauses 4.3, 5
rights? (continued) requesting Repayment.
What is the • The Repayment Amount is the Face Value plus any Outstanding Interest Appendix B
Repayment at the Realisation Date that will not be separately paid in cash as interest clause 14.2
Amount?
on the Realisation Date.
When will I • If Babcock & Brown elects to Repay BBSN in cash, you will receive Appendix B
receive my cash equal to the Repayment Amount (less withholding for any tax) clauses 7, 14.2
cash upon
on the Realisation Date, which may be any of the following:
Repayment?
– the Reset Date, if Repayment occurs in respect of a Reset Date
pursuant to an Exit Notice or Repayment Notice;
– 25 Business Days after Babcock & Brown gives a Repayment Notice
following a Change in Law Event, Change in Control Event or
Delisting Event;
– 25 Business Days after Babcock & Brown gives a Repayment Notice
where the aggregate Face Value of BBSN on issue is less
than $50 million;
– 60 Business Days after Babcock & Brown gives notice of the
occurrence of a Trigger Event or a Change in Control Event
(in relation to a Trigger Event, only if the Holder has provided
an Exit Notice in response to the occurrence of the event); and
– the Maturity Date.
Events
What is a Change • A Change in Law Event occurs, if in the opinion of the Directors Appendix B
in Law Event? (having obtained an opinion from reputable legal counsel), there is more clause 14.2
than an insubstantial risk that any member of Babcock & Brown 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):
– 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 an event on or
after the Issue Date, including:
• the introduction, enactment, amendment, change, repeal,
replacement or revocation of any law or regulation affecting
securities, including ASX Listing Rules or the announcement
(including on a prospective basis) of any of the foregoing by
a Governmental Agency or ASX; or
• any pronouncement, action or decision of a Governmental
Agency or ASX interpreting or applying any such law or
regulation or ASX Listing Rules; or
– will be exposed to more than a de minimus increase in its costs
(having regard to relevant deductions) in relation to BBSN as a
result of increased taxes as a result of changes or clarifications of
the law or pronouncements or any judicial or administrative
action on or after the Issue Date.
BABCOCK & BROWN SUBORDINATED NOTES 23