BABCOCK & BROWN

8.10 Summary of the Arrangement Deed
The parties to the Arrangement Deed are Babcock & Brown
and the Arranger.
Under the Arrangement Deed, the Arranger has been
appointed and authorised to make offers to people to
arrange for the issue of BBSN, and as instructed by Babcock
& Brown to distribute, or arrange for the distribution of
disclosure documents and promotional material to potential
investors and financial service providers in relation to the
issue of BBSN. Babcock & Brown agrees to issue BBSN in
accordance with offers made by the Arranger.
The Arranger represents and warrants that it is authorised
under its AFSL to undertake its role as arranger under the
Arrangement Deed. The appointment of the Arranger in this
capacity may be terminated by Babcock & Brown at any time
by written notice to the Arranger.
8.11 Summary of the proposed terms of the
Standby Acquisition Facility
Babcock & Brown is in the process of negotiating the terms
of a $300 million Standby Acquisition Facility with UBS.
Babcock & Brown will be the borrower under the proposed
Standby Acquisition Facility, the proceeds of which will
be on-lent to BBIPL for the purpose of being applied by
BBIPL (or one of its wholly owned subsidiaries) in or
towards the acquisition of specified assets. BBIPL will give
a guarantee of the obligations of Babcock & Brown under
the Standby Acquisition Facility, which will be subordinated
to the Existing Corporate Facility. The Guarantee will be
subordinated to this guarantee.
It is currently proposed that the Standby Acquisition Facility
be available as a bridging facility for a six month term.
8.12 Related party transactions
Babcock & Brown’s interests in a small number of its
investments are obtained under arrangements with entities
(Related Parties) associated with Directors. In these cases
the underlying assets are held by the Related Parties, and the
relevant arrangements ensure that Babcock & Brown obtains
the full economic benefit of and interest in the assets. Due to
the fact that Babcock & Brown is the economic (although not
legal) holder of these investments, Babcock & Brown in some
cases has agreed to guarantee or indemnify certain of the
Related Parties’ liabilities and obligations in connection with
their holding of the investments.
In particular, Babcock & Brown has guaranteed a payment of
approximately $1.1 million of Adder Securities Pty Limited, a
Related Party, to the Commonwealth Government. However,
Babcock & Brown does not believe that it will be necessary
for the Commonwealth Government to call on this guarantee.
8.13 Consents
Each of the parties (referred to as Consenting Parties)
who are named below:
(a) has given and has not, before the lodgement of this
Prospectus with ASIC, withdrawn its written consent to
be named in this Prospectus in the form and context in
which it is named;
(b) has not made any statement in this Prospectus or any
statement on which a statement made in this Prospectus
is based, other than as specified in paragraphs (d)
and (f) below;
(c) to the maximum extent permitted by law, expressly
disclaims and takes no responsibility for any statements in
or omissions from this Prospectus, other than the reference
to its name and a statement included in this Prospectus
with the consent of that person as specified in paragraphs
(d) and (f);
(d) in the case of BBAH, has given and has not, before the
lodgement of this Prospectus with ASIC, withdrawn its
written consent to the inclusion of statements concerning
BBAH and its Financial Services Guide, in the form and
context in which those statements and Financial Services
Guide are included in this Prospectus;
(e) in the case of BBIPL, has given and has not, before the
lodgement of this Prospectus with ASIC, withdrawn
its written consent to the inclusion of statements or
information by or on BBIPL in the form or context
in which they appear; and
(f) in the case of Greenwoods & Freehills, has given and has
not, before the lodgement of this Prospectus with ASIC,
withdrawn its written consent to the inclusion of the
Tax Letter in the form and context in which it appears
in Section 7.
BABCOCK & BROWN SUBORDINATED NOTES 77