BABCOCK & BROWN

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APPENDIX A – Glossary This Appendix A contains a glossary of defined terms and expressions used in this Prospectus. There is also a list of definitions specific to BBSN in clause 14.2 of the Terms in Appendix B. Defined terms in this glossary and in clause 14.2 of the Terms are used throughout this Prospectus and the attached Application Forms. A Class Share has the meaning given in Section 8.6 ABN ACN Additional Corporate Facility AFSL AGAAP AIFRS Allocation Applicant Application Application Form Australian Business Number Australian Company Number the increase in the Existing Corporate Facility, on materially equivalent terms as the Existing Corporate Facility, of up to $450 million Australian financial services licence Australian GAAP Australian equivalents to IFRS the number of BBSN allocated to successful applicants. Allocate and Allocated have corresponding meanings a person who submits an Application Form under this Prospectus a valid application made under this Prospectus by using the applicable Application Form to apply for a specified number of BBSN the application form attached to this Prospectus Arrangement Deed the deed entered into by Babcock & Brown and the Arranger, as summarised in Section 8.10 Arranger Babcock & Brown Asset Holdings Pty Limited (ABN 58 002 332 345, AFSL Number 247385) ASIC ASTC Settlement Rules ASX Auditor Australian Securities and Investments Commission the clearing and settlement rules made by ASX Settlement and Transfer Corporation Pty Limited, as amended from time to time Australian Stock Exchange Limited or the stock market conducted by Australian Stock Exchange Limited, as the context requires Ernst & Young B Class Share has the meaning given in Section 8.6 B Class Shareholder a registered holder of B Class Shares Babcock & Brown or Issuer Babcock & Brown Capital Babcock & Brown Group or Group Babcock & Brown Wind Partners BBAM Babcock & Brown Limited (ABN 53 108 614 955) (ASX code: BNB) or Babcock & Brown Limited and its consolidated entities and operations, as the context permits or requires Babcock & Brown Capital Limited (ABN 31 112 119 203) (ASX code: BCM) Babcock & Brown and its consolidated entities and operations Babcock & Brown Wind Partners Group (ASX code: BBW), comprising Babcock & Brown Wind Partners Limited (ABN 39 105 051 616), Babcock & Brown Wind Partners (Bermuda) Limited (ARBN 116 360 715) and Babcock Brown Wind Partners Trust (ARSN 116 244 118) Babcock & Brown Aircraft Management BBDIF Babcock & Brown Direct Investment Fund Limited (ABN 15 101 611 438) 84 BABCOCK & BROWN SUBORDINATED NOTES
BBEM BBGP BBI Babcock & Brown Electronics Management Babcock & Brown Global Partners Babcock & Brown Infrastructure Group (ASX code: BBI), comprising Babcock & Brown Infrastructure Limited (ABN 61 100 364 234) and Babcock & Brown Infrastructure Trust (ARSN 100 375 479) BBIPL Babcock & Brown International Pty Limited (ABN 76 108 617 483) BBIPL Constitution the constitution of BBIPL, as summarised in Section 8.6 BBIPL Loan the loan arrangements between Babcock & Brown and BBIPL pursuant to the BBIPL Loan Agreement BBIPL Loan the loan agreement dated 9 November 2005 between Babcock & Brown as lender and Agreement BBIPL as borrower, as summarised in Section 8.8 BBRM BBSN BBSN Senior Debt Babcock & Brown Rail Management Babcock & Brown Subordinated Notes, which are issued by Babcock & Brown under this Prospectus, the Trust Deed and the Terms at any time, all amounts then due for payment or which will or may become due for payment or that remain unpaid by BBIPL to the Senior Creditors under or in connection with the Existing Corporate Facility BBSN Subordination the subordination deed between BBIPL (as borrower) and Trustee (as junior creditor) in favour Deed of the Senior Creditors, as summarised in Section 8.9 BEI BJT Board Babcock & Brown Environmental Investments Limited (ABN 77 074 226 065) (ASX code: BEI) Babcock & Brown Japan Property Trust (ARSN 112 799 854) (ASX code: BJT) the Directors acting as a board Bookbuild the process described in Section 3.10.1 Broker Firm Applicant an Australian resident retail client of a Retail Broker who applies for a broker firm Allocation from that Retail Broker Broker Firm closing date of the Broker Firm Offer, expected to be 10.00am on 19 December 2005 1 Closing Date Broker Firm Offer Broker Firm Offer Period Business Day CHESS Closing Dates Co-Managers Note: 1. the invitation made by Babcock & Brown (through the Arranger) pursuant to this Prospectus for Australian resident retail investors to apply for a broker firm Allocation from a Retail Broker the period from the Opening Date to the Broker Firm Closing Date a day, other than a Saturday or a Sunday, on which trading banks are open for general banking business in Sydney and Melbourne and ASX is conducting trading in Sydney and Melbourne the Clearing House Electronic Sub-register System operated by an associate of ASX the General Offer Closing Date and the Broker Firm Closing Date Bell Potter Securities Limited (ABN 25 006 390 772, AFSL Number 243480), Commonwealth Securities Limited (ABN 60 067 254 399, AFSL Number 238814), Ord Minnett Limited (ABN 86 002 733 048, AFSL Number 237121), Tricom Equities Limited (ABN 92 067 161 755, AFSL Number 238148) and UBS Private Clients Australia Limited (ABN 50 005 311 937, AFSL Number 231127) Babcock & Brown and the Lead Manager & Bookrunner may agree to extend the Closing Dates, to close the Offer early without notice, or to withdraw the Offer at any time before BBSN are issued. Also, ASIC may extend the Exposure Period by up to seven days in which case the Opening Date will be varied accordingly without notice. BABCOCK & BROWN SUBORDINATED NOTES 85
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BABCOCK & BROWN Sydney Melbourne Br
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Prospectus & supplementary prospect
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SUPPLEMENTARY PROSPECTUS Issuer Bab
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Key DAtes Key dates for the Offer D
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Guarantee: BBSN have the benefit of
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HoW to APPLy for BBsN Read Consider
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1. Key terms of BBSN BABCOCK & BROW
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Interest Payments (continued) Defer
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Babcock & Brown’s transaction rig
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2. answers to key questions BABCOCK
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Topic Summary More information BBSN
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Topic Summary More information Inte
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Topic Summary More information Exch
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Topic Summary More information Repa
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Topic Summary More information Guar
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3. Details of the Offer BABCOCK & B
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3.2.1 Source of Interest Payments B
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3.8 How do you complete Application
Page 37 and 38: 4. information about babcock & brow
Page 39 and 40: 4.2.1 Real Estate The Real Estate g
Page 41 and 42: distribution, bulk terminal and pow
Page 43 and 44: an economist with the Australian Tr
Page 45 and 46: 5. summary financial information BA
Page 47 and 48: can be obtained free of charge by a
Page 49 and 50: Consolidated balance sheet (continu
Page 51 and 52: • performance fees earned from BJ
Page 53 and 54: 6. risk factors BABCOCK & BROWN SUB
Page 55 and 56: HISTORICAL BANK BILL SWAP RATE 8.0%
Page 57 and 58: Group. The interests of these Emplo
Page 59 and 60: terrorist attack, major plant break
Page 61 and 62: 6.3 General economic factors that m
Page 63 and 64: 7. Tax Letter BABCOCK & BROWN SUBOR
Page 65 and 66: 9 November 2005 The Directors Babco
Page 67 and 68: To the extent that a capital loss w
Page 69 and 70: 8. Additional information BABCOCK &
Page 71 and 72: • Subordination. A claim by the T
Page 73 and 74: may be invested or otherwise made u
Page 75 and 76: 8.6.1 Classes of shares The A Class
Page 77 and 78: Agreement. Under the agreement, the
Page 79 and 80: This right is independent of Babcoc
Page 81 and 82: 8.10 Summary of the Arrangement Dee
Page 83 and 84: Greenwoods & Freehills has acted as
Page 85 and 86: 8.20 Foreign acquisitions and takeo
Page 87: APPENDIX A - Glossary BABCOCK & BRO
Page 91 and 92: Guarantee Guarantor the unsecured a
Page 93 and 94: Security Trust Deed means the deed
Page 95 and 96: APPENDIX B - Terms of Issue BABCOCK
Page 97 and 98: (c) For the purposes of clause 2.1(
Page 99 and 100: 2.11 Method of payment Any amount w
Page 101 and 102: 4.4 Exit Notices (a) Once given by
Page 103 and 104: (2) (in the case of an entitlement
Page 105 and 106: (b) it shall have been indemnified
Page 107 and 108: 13 Amendments to these Terms of Iss
Page 109 and 110: Change in Control Event means each
Page 111 and 112: Issuer’s Group means the Issuer a
Page 113 and 114: APPENDIX C - arranger’s financial
Page 115 and 116: From time to time BBAH may act unde
Page 117 and 118: Pin cheque(s) here (do not staple)
Page 119 and 120: Pin cheque(s) here (do not staple)
Page 121 and 122: CORPORATE DIRECTORY Issuer Babcock
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BABCOCK & BROWN

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