BABCOCK & BROWN

Topic Summary More information
Guarantee (continued)
Where do • Claims under the Guarantee: Section 8.4
claims under the – are subordinated to the claims of all creditors of BBIPL (other than
Guarantee rank?
creditors whose claims are expressed to rank after, or equally with,
the claims of Holders under the Guarantee); and
– will rank in priority to the claims of holders of shares in BBIPL.
Can the Guarantee • Yes. The Guarantee, like other terms of the Trust Deed, may be Section 8.4
be altered?
amended by the Trustee, the Guarantor and Babcock & Brown in
the limited circumstances set out in the Trust Deed.
Ranking
In a Winding Up, • In the event of a Winding Up, Holders will be entitled to receive a Appendix B
what will I receive repayment of the Face Value and any Outstanding Interest on BBSN, clause 12.3
from Babcock
after all creditors whose claims rank ahead of those of Holders have
& Brown?
been paid in full, but before any distribution is made to Shareholders.
Are Interest • Yes. BBSN are subordinated to other debts of Babcock & Brown from Appendix B
Payments time to time which by their terms rank ahead of the claims of Holders clause 12.3
subordinated too? in right of any payments, including Interest Payments and on a
Winding Up.
What will I receive • On a Winding Up of Babcock & Brown, the Guarantee can be called Section 8.4
from BBIPL on a upon to meet any shortfall in amounts due under BBSN although
Winding Up of the Winding Up of Babcock & Brown:
Babcock & Brown? – may result in action taken in respect of BBIPL which would
mean that no payment may be made under the Guarantee until
all creditors of BBIPL which rank ahead of Holders are paid in
full; and
– is an event of default under the agreement with the lenders under
the Existing Corporate Facility and no payment may be made
under the Guarantee until such senior lenders are paid in full.
• On a Winding Up of BBIPL, any payment under the Guarantee will be
made after all creditors whose claims rank before those of Holders have
been paid in full but before distribution is made to BBIPL shareholders.
• The Guarantee is subordinated to other debts and liabilities of BBIPL.
In particular, payment by BBIPL, on a Winding Up of Babcock &
Brown may be prevented by such arrangements.
Voting rights
Do BBSN have • Holders do not have rights to vote at general meetings of Appendix B
voting rights? Babcock & Brown unless provided for by the Listing Rules clauses 12.6, 13
or the Corporations Act.
• Certain amendments to the Terms and Trust Deed may not be made
unless put to a vote of the Holders.
BABCOCK & BROWN SUBORDINATED NOTES 25