Common use of Offer to Purchase upon Change of Control Clause in Contracts

Offer to Purchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $1,000 or integral multiples of that amount) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Issuers will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes that are repurchased to, but not including, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in this Indenture to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with. (c) The Issuers will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such notice.

Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiples of that amountmultiple thereof) of that such Holder’s 's Senior Notes on pursuant to the terms set forth in offer described below (the Notes. In a "Change of Control Offer, the Issuers will be required to ") at an offer payment price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes that are repurchased to, but not including, to the date of repurchase purchase (a “the "Change of Control Payment”"). Within 30 fifteen days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, Company will mail a notice will be mailed to Holders of the Notes, each Holder describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date that such notice is mailed, other than as may be required by law mailed (a “the "Change of Control Payment Date”"), pursuant to the procedures required by this Senior Note Indenture and described in such notice. The notice will, if mailed prior Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the date of consummation extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each the Change of Control Payment Date, the Company will, to the extent lawful: , (1) accept for payment all Senior Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Senior Note Trustee the Senior Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Notes being repurchased so tendered the Change of Control Payment for such Senior Notes, and the Senior Note Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that all conditions precedent provided for each such new Senior Note will be in this Indenture to a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer and to the repurchase by the Company of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Senior Note Indenture are applicable. Except as described above with respect to a Change of Control, this Senior Note Indenture does not contain provisions that permit the Holders of the Senior Notes to require that the Company repurchase or redeem the Senior Notes in the event of a takeover, recapitalization or similar transaction. (c) The Issuers Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other set forth in this Senior Note Indenture applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer made by the Company and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase purchases all of the Senior Notes validly tendered and not withdrawn by under such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such noticeOffer.

Offer to Purchase upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07, the Issuers will be required to Company shall make an offer (a “"Change of Control Offer”") to each Holder of Notes to repurchase purchase all or any part (part, equal to $1,000 or an integral multiples multiple of that amount) $1,000, of that the Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Issuers will be required to 's Debentures at an offer payment price in cash equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus accrued and unpaid interest, if any, on the Notes that are repurchased to, but not including, interest thereon to the date of repurchase fixed for purchase (a “the "Change of Control Payment”"). Within 30 thirty (30) business days following any Change of Control Triggering Event or, at the Company’s option, prior to any a Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, Company shall mail a notice will be mailed to Holders of the Notes, each Holder describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase purchase the Notes Debentures on the date specified in the notice, which date will shall be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date that the notice is mailed, other than as may be required by law mailed (a “the "Change of Control Payment Date”)") and described in the notice. The notice will, if mailed prior Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the date of consummation extent those laws and regulations are applicable to the purchase of the Debentures as a result of a Change of Control, state that . On the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each Change of Control Payment Date, the Company willshall, to the extent lawful: , (1) accept for payment all Notes Debentures or portions of Notes Debentures properly tendered pursuant to under the Change of Control Offer; ; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Debentures or portions of Notes properly the Debentures so tendered; and and (3) deliver or cause to be delivered to the Trustee the Notes properly Debentures so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes Debentures or portions of Notes the Debentures being repurchased purchased by the Company. The Paying Agent shall mail promptly to each Holder of Debentures so tendered the Change of Control Payment for the Debentures, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, provided, however, that all conditions precedent provided for each new Debenture shall be in this Indenture to a principal amount of $1,000 or an integral multiple of $1,000. The Company shall notify each Holder of the results of the Change of Control Offer and to the repurchase by the Company of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied with. (c) Payment Date. The Issuers will Change of Control provisions described in this Section 4.14 shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company set forth in this Section 4.14 and the third party purchases all Notes properly Debentures validly tendered and not withdrawn under its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictOffer. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such notice.

Offer to Purchase upon Change of Control. (ai) If a Change of Control Triggering Event occurs, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes Mortgage Bonds shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiples multiple of that amount$1,000) of that Holder’s Notes 's Mortgage Bonds pursuant to the offer described below (the "Change of Control Offer") on the terms set forth in the Notesthis Supplemental Indenture. In a the Change of Control Offer, the Issuers will be required to Company shall offer payment an amount in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of the Notes repurchased, Mortgage Bonds repurchased plus accrued and unpaid interest, if any, on the Notes that are repurchased toMortgage Bonds repurchased, but not including, the date of repurchase (a “to Change of Control Payment”Payment Date (as defined below). . (ii) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement the Company shall mail a notice to each Holder of Mortgage Bonds stating: (A) the description of the transaction or transactions that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Article V, Section 6(a), and offering to repurchase that all Mortgage Bonds validly tendered and not withdrawn shall be accepted for payment; (B) the Notes on purchase price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date that such notice is mailed, other than as may be required by law mailed (a “the "Change of Control Payment Date”"). The notice will; (C) that any Mortgage Bonds not tendered or accepted for payment shall continue to accrue interest; (D) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Mortgage Bonds accepted for payment pursuant to the Change of Control Offer is conditioned on shall cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date; (E) that Holders of Mortgage Bonds electing to have any Mortgage Bonds purchased pursuant to a Change of Control Offer shall be required to surrender the Mortgage Bonds properly endorsed, with the form entitled "Option of Holder to Elect Purchase" (substantially in the form of Exhibit E) properly completed, together with other customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (F) that Holders of Mortgage Bonds shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Mortgage Bonds delivered for purchase, and a statement that such Holder of Mortgage Bonds is withdrawing its election to have the Mortgage Bonds purchased; and (G) that Holders of Mortgage Bonds whose Mortgage Bonds are being purchased only in part shall be issued new Mortgage Bonds equal in principal amount to the unpurchased portion of the Mortgage Bonds surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. (biii) If any of the Mortgage Bonds subject to a Change of Control Offer are in the form of a Global Bond, then the Company shall modify such notice to the extent necessary to accord with the applicable procedures of the Depositary applicable to offers to purchase. (iv) On each the Change of Control Payment Date, the Company willshall, to the extent lawful: (1A) accept for payment all Notes Mortgage Bonds or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2B) deposit with the Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Notes Mortgage Bonds or portions of Notes properly thereof so tendered; and (3C) deliver or cause to be delivered to the Trustee the Notes properly Mortgage Bonds so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes Mortgage Bonds or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes being repurchased Mortgage Bonds so tendered the Change of Control Payment for such Mortgage Bonds, and the Trustee shall promptly authenticate and make available for delivery to each Holder of Mortgage Bonds a new Mortgage Bond equal in principal amount to any unpurchased portion of the Mortgage Bonds surrendered, if any; provided that all conditions precedent provided for each such new Mortgage Bonds shall be in this Indenture a principal amount of $1,000 or an integral multiple thereof. Any Mortgage Bonds not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer and to the repurchase by the Company of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied withPayment Date. (cv) The Issuers will Change of Control provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Supplemental Indenture are applicable. (vi) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth herein applicable to a Change of Control Offer made by the Company and the third party purchases all Notes Mortgage Bonds properly tendered and not withdrawn under its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a such Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictOffer. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such notice.

Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiples of that amountmultiple thereof) of that such Holder’s 's Notes on pursuant to the terms set forth in offer described below (the Notes. In a Change of Control Offer, the Issuers will be required to "CHANGE OF CONTROL OFFER") at an offer payment price in cash equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes that are repurchased to, but not including, thereon to the date of repurchase purchase (a “Change of Control Payment”the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, Company will mail a notice will be mailed to Holders of the Notes, each Holder describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date that such notice is mailedmailed (the "CHANGE OF CONTROL PAYMENT DATE"), other than as may be pursuant to the procedures required by law (a “Change of Control Payment Date”)hereby and described in such notice. The notice will, if mailed prior Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the date of consummation extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, state that . On the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each Change of Control Payment Date, the Company will, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes being repurchased so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company shall either repay all conditions precedent provided for in outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Indenture to covenant. The Company will publicly announce the results of the Change of Control Offer and to the repurchase by the Company of Notes pursuant to on or as soon as practicable after the Change of Control Offer have been complied with. (c) Payment Date. The Issuers will Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other set forth herein applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer made by the Company and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase purchases all of the Notes validly tendered and not withdrawn by under such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such noticeOffer.

Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require NEHC to repurchase all or any part (equal to $1,000 or an integral multiples of that amountmultiple thereof) of that such Holder’s 's Notes on pursuant to the terms set forth in offer described below (the Notes. In a "Change of Control Offer, the Issuers will be required to ") at an offer payment price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to July 15, 2002) or 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes that are repurchased to, but not including, to the date of repurchase purchase (a “if such date of purchase is after July 15, 2002) (the "Change of Control Payment”). Payment")~ Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, NEHC will mail a notice will be mailed to Holders of the Notes, each Holder describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date that such notice is mailed, other than as may be required by law mailed (a “the "Change of Control Payment Date”"). The notice will, if mailed prior pursuant to the date procedures required by Section 3.09 hereof and described in such notice. NEHC shall comply with the requirements of consummation Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, state that . On the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each Change of Control Payment Date, the Company willNEHC shall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by NEHC. The Paying Agent will promptly mail to each Holder of Notes being repurchased and that all conditions precedent provided for in this Indenture to so tendered the Change of Control Offer Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the repurchase by the Company Notes surrendered, if any; provided that each such new Note will be in a principal amount of Notes pursuant to the $1,000 or an integral multiple thereof. The Change of Control Offer have been complied with. (c) The Issuers provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that NEHC repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. NEHC shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other set forth herein applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer made by NEHC and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase purchases all of the Notes validly tendered and not withdrawn by under such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such noticeOffer.

Offer to Purchase upon Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect as provided in Section 3.07Control, the Issuers will Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part portion (equal to $2,000 or an integral multiple of $1,000 or integral multiples of that amountin excess thereof) of that such Holder’s Notes on the terms set forth in the Notes. In at a Change of Control Offer, the Issuers will be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus together with accrued and unpaid interest, if any, on the Notes that are repurchased to, but not including, interest thereon to the date of repurchase (a the “Change of Control Payment”). Within 30 calendar days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, Company shall mail a notice will be mailed to Holders of the Notes, describing the transaction each Holder stating: (a) that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to Section 4.09 of this Indenture; (b) the purchase price and offering to repurchase the Notes on the date specified in the noticepurchase date, which date will shall be no earlier than 30 calendar days and no nor later than 60 calendar days from after the date that such notice is mailed, other than as may be required by law mailed (a the “Change of Control Payment Date”). The notice will; (c) that any Notes not tendered will continue to accrue interest in accordance with the terms of this Indenture; (d) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each Change of Control Payment Date, the Company will, to the extent lawful: (1) accept all Notes accepted for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in this Indenture to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with. (c) The Issuers will not be required shall cease to make a accrue interest after the Change of Control Offer upon Payment Date; (e) that Holders will be entitled to withdraw their election by notice in writing to the occurrence Paying Agent delivered not later than the close of a business on the second Business Day preceding the Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer.Payment Date; (df) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (g) any other information material to such Holder’s decision to tender Secured Notes. The Issuers Company will comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other applicable securities laws and regulations, regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result required in the event of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuers will comply with those securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued but unpaid interest to but not including the date of redemption set forth in such notice.