BABCOCK & BROWN

APPENDIX B – terms of issue
This schedule to the Trust Deed is the full Terms of Issue of BBSN.
1 Form and Face Value
1.1 Form
BBSN (Babcock & Brown Subordinated Notes) are cumulative, subordinated, repayable, resettable notes issued
under the Trust Deed by Babcock & Brown Limited (ABN 53 108 614 955) (Issuer). Holders are entitled to the
benefit of and are bound by the provisions of the Trust Deed.
1.2 Face Value
(a) Each BBSN will have a face value of $100 (Face Value).
(b) Each BBSN will be issued by the Issuer at an issue price of $100 or such other amount as set out in or
determined in accordance with the relevant offer document. The issue price must be paid in full on application.
2 Interest
2.1 Interest
(a) Subject to these Terms of Issue, with respect to each Interest Period, Interest will accrue on each BBSN from
(and including) the date set out in clause 2.1(c) on a daily basis according to the following formula:
Interest =
Interest Rate x Face Value x N
365
Where:
Interest Rate = Market Rate + Margin (subject to clause 2.1(b));
Market Rate (expressed as a percentage per annum) means:
(1) for each Interest Period in the period from (and including) the Settlement Date to (but not including) the
first Reset Date, the Bank Bill Swap Rate applying on the first Business Day of that Interest Period; or
(2) for each Interest Period in the period from (and including) a Reset Date to (but not including) the next
Reset Date, the rate determined under clause 3;
Margin (expressed as a percentage per annum) means:
(1) for each Interest Period in the period from (and including) the Settlement Date to (but not including)
the first Reset Date, the rate determined under the Bookbuild; and
(2) for the period from (and including) a Reset Date to (but not including) the next Reset Date, the rate
determined under clause 3; and
N is the number of days in the relevant Interest Period (or in respect of BBSN issued during an Interest Period,
for the first Interest Period after such issue, the number of days from (and including) the Business Day prior to
the date of issue of such BBSN until (but excluding) the Interest Payment Date immediately after such issue).
(b) For the first Interest Period, the Interest Rate will be the higher of:
(1) the sum of the Margin and the Bank Bill Swap Rate on the last day the Bookbuild is conducted
(Minimum Interest Rate); and
(2) the sum of the Margin and the Bank Bill Swap Rate on the Settlement Date.
92 BABCOCK & BROWN SUBORDINATED NOTES