BABCOCK & BROWN

8. Additional information
• Any financial indebtedness of BBIPL is not paid when due
after taking into account any grace period; any financial
indebtedness of BBIPL is declared to be or otherwise
becomes due and payable prior to its specified maturity;
any commitment for any financial indebtedness of BBIPL
is cancelled or suspended; any creditor of BBIPL becomes
entitled to declare any financial indebtedness of BBIPL
due and payable prior to its specified maturity, except
where, in each case, the aggregate amount of financial
indebtedness referred to in this paragraph is less than or
equal to $5 million.
• BBIPL or Babcock & Brown is unable to pay its debts as
and when they fall due, or is declared unable to do so or
suspends or threatens to suspend payments or a moratorium
is declared in respect of any of its indebtedness.
• Insolvency or related steps, proceedings or actions are
taken in relation to BBIPL or Babcock & Brown.
• Any expropriation, attachment, sequestration, execution
or analogous process is taken affecting any assets of BBIPL
or Babcock & Brown having an aggregate value of at least
$20 million other than those being contested in good faith.
• It is or becomes unlawful for BBIPL to perform its
obligations under the Existing Corporate Facility or any
security interest or for Babcock & Brown to perform its
obligations under the Parent Subordination Deed; any
relevant governmental authorisation has been revoked or
the Existing Corporate Facility ceases to be of full force
and effect.
• BBIPL suspends payments generally or ceases to carry on
all or a material part of its business.
• Babcock & Brown no longer holds at least 70% of the
ordinary voting shares in BBIPL or holds a direct majority
ownership interest in an entity other than BBIPL.
• The authority or ability of BBIPL or Babcock & Brown
to conduct its business is wholly or substantially limited
or curtailed by any seizure, expropriation, nationalisation,
intervention, restriction or other action by or on behalf of
any governmental, regulatory or other authority or person
in relation to any of its assets.
• BBIPL or any other relevant party rescinds or purports to
rescind or repudiates or purports to repudiate the Existing
Corporate Facility or any of the security or evidences an
intention to rescind or repudiate the Existing Corporate
Facility or any security.
• Any litigation, arbitration, regulatory or other investigations,
proceedings or disputes are commenced or threatened in
relation to the Existing Corporate Facility or BBIPL or
its assets which has a material adverse effect on BBIPL’s
capacity to satisfy its payment obligations under the
Existing Corporate Facility.
• Any event or circumstance occurs which in the lenders’
reasonable opinion would lead to a payment default under
the Existing Corporate Facility.
• The auditors of BBIPL qualify the annual financial
statements of the Group to the effect that they do not
accurately reflect the financial position or performance of
the Group.
Each of the following is a review event under the Existing
Corporate Facility:
• If the economic interests owned by employees of the
Group in Babcock & Brown and BBIPL (collectively)
fall below 40% at any time up to and including the first
anniversary of the Existing Corporate Facility or fall
below 35% at any time up to and including the second
anniversary of the Existing Corporate Facility or at any
time thereafter fall below 25%.
• If at any time over the preceding 12 month period, more
than 10% of the key management persons leave the
employment of the Group.
• Any person acquires a Relevant Interest in shares such that
they have an aggregate Relevant Interest in 20% or more
of the Ordinary Shares at that time.
• Net profit after tax as shown in the most recent financial
statements is less than $100 million.
• The average share price of Babcock & Brown on the last
day of any financial quarter (Quarter Date) (commencing
on 31 March 2005) falls by more than 25% when
compared to the average share price of Babcock & Brown
calculated on the previous Quarter Date.
• The shares in Babcock & Brown cease to be listed on the
official list of ASX or are suspended or withdrawn from
trading on ASX for a continuous period of more than
seven business days (excluding any trading halt in
connection with a proposed takeover of Babcock
& Brown by a third party).
• There is an attachment, sequestration, distress or execution
or any analogous process in any jurisdiction for an amount
exceeding $20 million affecting any assets of a Group
member (other than BBIPL), other than those which are
being contested in good faith.
Some of the events of default and review events may be
amended in connection with the extension of the Existing
Corporate Facility as described in Section 5.5.
76 BABCOCK & BROWN SUBORDINATED NOTES