Change of Control Event – Noteholder Put

(a) If a Change of Control Event occurs, the Issuer will within five Business Days give written notice (a “Change of Control Event Put Notice”) to the Note Trustee, which notice will:
(i) refer specifically to this Condition 11.5A and describe in reasonable detail such Change of Control Event;
(ii) set out the Early Redemption Date (Put). The “Early Redemption Date (Put)” will be a Business Day not less than 45 days and not more than 130 days after the date of such Change of Control Event Put Notice;
(iii) set out the Response Date. The “Response Date” will be a Business Day at least ten Business Days prior to the Early Redemption Date (Put); and
(iv) offer to redeem on the Early Redemption Date (Put) each Note at a redemption price equal to 100 per cent of the outstanding principal amount of such Notes, together with accrued and unpaid interest, if any, to but excluding the date of redemption.

a Change of Control occurs if at any time after the Issue Date (whether or not the relevant event is within the control of any Relevant Entity):
(a) Blue Asset Partner Pty Ltd in its capacity as trustee of the Blue Asset Partner Trust or Blue Op Partner Pty Ltd in its capacity as trustee of the Blue Op Partner Trust owns less than 50.4% of the Ordinary Capital Interests (as defined in the NAP Partnership Deed or the NOP Partnership Deed (as applicable)) in the Network Asset Partnership or the Network Operator Partnership respectively; or
(b) the Sponsor Group members, or Associate Entities, collectively directly or indirectly own less than 50% of the shares or units in Blue Asset Partner Pty Ltd, the Blue Asset Partner Trust, Blue Op Partner Pty Ltd or the Blue Op Partner Trust.

However, a Change of Control will not occur if:
(i) it is caused by a change to investors in a Sponsor Group member or Associate Entity; or
(ii) a change in, or the appointment of, the responsible entity, trustee or custodian of a Sponsor Group member or Associate Entity or Fund Manager of a Fund occurs where there is no concurrent change in the ultimate beneficial owner of the Sponsor Group member, Associate Entity or Fund; and

Change of Control Event means an event with both of the following consequences:
(a) at any time after the Issue Date a Change of Control occurs; and
(b) one of the following paragraphs (i) or (ii) applies:
(i) the Notes cease to have an Investment Grade Credit Rating at any time within 90 days of the occurrence of an event described in paragraph (a); or
(ii) the Notes did not have an Investment Grade Credit Rating (or were not rated by a Ratings Agency) at the time of the occurrence of an event described in paragraph (a).