BABCOCK & BROWN

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APPENDIX A – Glossary Margin MW NASD NHS LIFT Offer the margin for the Interest Periods prior to the first Reset Date will be set under the Bookbuild that will be in the indicative range of 2.00% to 2.30% per annum and, after the first Reset Date (15 December 2010), the margin as determined by Babcock & Brown under clause 3 of the Terms Megawatt National Association of Securities Dealers (US) National Health Service Local Improvement Finance Trust (UK), being a PPP established in the UK to stimulate investment in local primary and social care facilities the invitation made by Babcock & Brown (through the Arranger) pursuant to this Prospectus for prospective investors to apply for BBSN, at an issue price of $100 each to raise up to $250 million with the ability to accept oversubscriptions for up to $50 million Offer Management the agreement dated 9 November 2005 between Babcock & Brown and the Lead Manager Agreement & Bookrunner, as summarised in Section 8.7 Offer Period Officer the period from the Opening Date to the General Offer Closing Date has the meaning given in Section 8.5 in relation to the indemnification and insurance of Directors Opening Date the first day on which Applications will be accepted, which is expected to be 21 November 2005 1 Ordinary Shares fully paid ordinary shares in Babcock & Brown Parent Subordination the subordination deed dated 28 April 2005 between BBIPL (as borrower) and Babcock & Brown Deed (as junior creditor) in favour of the Senior Creditors, as summarised in Section 8.9 Participating Broker PFI PPPs any participating organisation of ASX selected by the Lead Manager & Bookrunner to participate in the Broker Firm Offer the UK government’s Private Finance Initiative, which is the main form of PPP in the UK Public Private Partnerships, being partnerships between the public and private sectors for the purposes of undertaking projects which would be regarded traditionally as falling within the remit of the public sector Prospectus this prospectus in relation to the Offer lodged with ASIC on 9 November 2005 Quarter Date has the meaning given in Section 8.9 Register Registry the official register of Ordinary Shares and the official register of BBSN, both maintained by the Registry on behalf of Babcock & Brown and including any sub-register established and maintained under CHESS Link Market Services Limited or any other registry that Babcock & Brown appoints to maintain the Register relating to BBSN Related Parties has the meaning given in Section 8.12 Relevant Interest Retail Broker Securities Act or US Securities Act has the meaning given in Section 9 of the Corporations Act a Senior Co-Manager, Co-Manager or Participating Broker United States Securities Act of 1933, as amended Note: 1. 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. 88 BABCOCK & BROWN SUBORDINATED NOTES
Security Trust Deed means the deed so entitled dated 28 April 2005 among BWA Custodians Limited, BBIPL and BOS International Limited Senior Co-Manager Grange Securities Limited (ABN 12 066 797 760, AFSL Number 246572) Senior Creditors Senior Facility Agreement BWA Custodians Limited, as security trustee for the BBIPL security trust established under the Security Trust Deed and each other beneficiary under the Security Trust Deed loan note subscription agreement dated 28 April 2005 (as amended or restated from time to time) between BBIPL (as borrower), BOS International (Australia) Limited (as arranger), the financial institutions listed in schedule 1 to the Senior Facility Agreement (as lenders and (if applicable) issuing banks), BOS International (Australia) Limited (as agent) and BWA Custodians Limited (as security trustee) and includes the other finance documents relating to that loan note subscription agreement. Settlement Date the day that Institutional Investors settle their Allocations, expected to be 20 December 2005 1 Shareholder SRN a registered holder of Ordinary Shares securityholder reference number Standby Acquisition a $300 million standby acquisition facility proposed to be arranged and underwritten by UBS or its Facility affiliates for Babcock & Brown, some of the proposed terms of which are summarised in Section 8.11 Starting Level has the meaning given in Section 8.7 Subordinated Debt 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 Babcock & Brown under or in connection with the Junior Debt Documents or the Parent Subordination Deed Tax Letter the tax letter from Greenwoods & Freehills in Section 7 Terms or Terms of Issue TFN Trust Deed Trustee the terms of issue of BBSN, as set out in Appendix B Tax File Number the trust deed dated 9 November 2005 between Babcock & Brown, BBIPL and the Trustee, as summarised in Section 8.4 Permanent Trustee Company Limited (ABN 21 000 000 993), in its capacity as trustee under the Trust Deed UBS UBS AG, Australia Branch (ABN 47 088 129 613, AFSL Number 231087) UK US or United States US Executive Stakeholders USGAAP US Person US Securities Act United Kingdom United States of America employees of the Babcock & Brown Group who are also equity holders in BBIPL (either directly or in conjunction with their associated entities) and who acquired equity in BBIPL in the IPO United States GAAP has the meaning given in Regulation S of the US Securities Act United States Securities Act of 1933 (United States), as amended Note: 1. 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 89
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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
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4. information about babcock & brow
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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 and 88: APPENDIX A - Glossary BABCOCK & BRO
Page 89 and 90: BBEM BBGP BBI Babcock & Brown Elect
Page 91: Guarantee Guarantor the unsecured a
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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