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

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require Holdings to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if such date of purchase is after March 15, 2003) (the "Change of Control Payment"). Within 30 days following any Change of Control, Holdings will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. Holdings shall comply with the requirements of 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. On the Change of Control Payment Date, Holdings shall, to the extent lawful, (1) accept for payment all Notes or portions 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 thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Notes 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. The Change of Control 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 Holdings repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require Holdings AirGate to repurchase all or any part (part, equal to $1,000 or an integral multiple thereof) , of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if such subject to the right of holders of record on the relevant date of purchase is after March 15, 2003to receive interest due on the relevant interest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, Holdings AirGate will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. Holdings AirGate shall comply with the requirements of 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. On the Change of Control Payment Date, Holdings AirGate shall, to the extent lawful, (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by HoldingsAirGate. The Paying Agent will promptly mail to each Holder of Notes 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. AirGate will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control 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 Holdings AirGate repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. AirGate shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by AirGate and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, AirGate will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require Holdings AirGate to repurchase all or any part (equal to $1,000 100 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if such subject to the right of holders of record on the relevant record date of purchase is after March 15, 2003to receive interest due on the relevant interest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, Holdings AirGate will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. Holdings AirGate shall comply with the requirements of 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. On the Change of Control Payment Date, Holdings AirGate shall, to the extent lawful, (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by HoldingsAirGate. The Paying Agent will promptly mail to each Holder of Notes 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 $1,000 100 or an integral multiple thereof. AirGate will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, AirGate will either repay all 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 Section 4.14. AirGate will publicly announce the results of the Change of Control offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control 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 Holdings AirGate repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. AirGate shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by AirGate and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, AirGate will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, the Company shall make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require Holdings to repurchase purchase all or any part (part, equal to $1,000 or an integral multiple thereof) of such $1,000, of the Holder's Notes pursuant to the offer described below (the "Change of Control Offer") Debentures at an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of fixed for purchase (if such date of purchase is after March 15, 2003) (the "Change of Control Payment"). Within 30 thirty (30) business days following any a Change of Control, Holdings will the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes purchase the Debentures on the date specified in such the notice, which date shall be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such the notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 hereof ) and described in such the notice. Holdings The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with to the repurchase purchase of the Notes Debentures as a result of a Change of Control. On the Change of Control Payment Date, Holdings the Company shall, to the extent lawful, (1) accept for payment all Notes Debentures or portions thereof of 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 thereof of the Debentures so tendered tendered; and (3) deliver or cause to be delivered to the Trustee the Notes Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes Debentures or portions thereof of the Debentures being purchased by Holdingsthe Company. The Paying Agent will shall mail promptly mail to each Holder of Notes Debentures so tendered the Change of Control Payment for such Notesthe Debentures, and the Trustee will shall promptly authenticate and mail (mail, or cause to be transferred by book entry) , to each Holder a new Note Debenture equal in principal amount to any unpurchased portion of the Notes Debentures surrendered, if any; provided provided, however, that each such new Note will Debenture shall be in a principal amount of $1,000 or an integral multiple thereofof $1,000. The Company shall notify each Holder of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will in this Section 4.14 shall be applicable whether or not notwithstanding any other provisions of this Indenture are applicableIndenture. Except as described above with respect The Company shall not be required to make a Change of Control, this Indenture does not contain provisions that permit Control Offer following a Change of Control if a third party makes the Holders Change of the Notes to require that Holdings repurchase or redeem the Notes Control Offer in the event manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Debentures validly tendered and not withdrawn under the Change of a takeover, recapitalization or similar transactionControl Offer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the Company shall make an offer (a "Change of Notes will have the right Control Offer") to require Holdings to repurchase purchase all or any part portion (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") Notes, at an offer a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (if such date of purchase is after March 15, 2003) (the "Change of Control Payment"). Within 30 days following any a Change of Control, Holdings will mail a the Company shall give notice to each Holder describing and the transaction or transactions Trustee stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes on validly tendered and not withdrawn will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed given (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed and such 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; (6) that Holders will 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, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) 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 $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures required by Section 3.9 hereof and described in such noticeof the Depository applicable to repurchases. Holdings Further, the Company shall comply with the requirements of 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 purchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, Holdings shall, to To the extent lawful, (1) accept for payment all Notes that the provisions of any securities laws or portions thereof properly tendered pursuant regulations conflict with the provisions relating 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 thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Notes 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. The Change of Control 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 Holdings repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.,

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (the "Change of Control Offer") to each Holder holder of Senior Notes will have the right to require Holdings to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if such date of purchase is after March 15, 2003) repurchase in accordance with the procedures set forth in this Section 4.15 (the "Change of Control Payment"). Within 30 ten days following any Change of Control, Holdings will the Company shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Senior Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier later than 30 days and no later than 60 business days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Senior Note not tendered will continue to accrete or accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the procedures Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required by Section 3.9 hereof to surrender the Senior Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes completed, 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; (6) that Holders will 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 Senior Notes delivered for purchase, and described a statement that such Holder is withdrawing his election to have the Senior Notes purchased; and (7) that Holders whose Senior Notes are being purchased only in such noticepart will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. Holdings The Company shall comply with the requirements of 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 Senior Notes as a result of a Change of Control. On the Change of Control Payment Date, Holdings shall, to the extent lawful, (1) accept for payment all Notes or portions 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 thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Notes 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. The Change of Control 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 Holdings repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl Triggering Event occurs, unless the Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect provided in Section 3.07 of the Indenture, the Issuers will be required to make a Change of Control Offer to each Holder of Notes will have the right to require Holdings to repurchase all or any part (equal to $1,000 or an integral multiple thereofmultiples of that amount) of such that Holder's ’s Notes pursuant to on the offer described below (terms set forth in the "Notes. In a Change of Control Offer", the Issuers will be required to offer a Change of Control Payment on the Notes that are repurchased to, but not including, the date of repurchase. 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 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. 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) of the Indenture, 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 an offer a price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof plus accrued and but unpaid interest and Liquidated Damages thereon, if any, to but not including the date of purchase (if such date of purchase is after March 15, 2003) (the "Change of Control Payment"). Within 30 days following any Change of Control, Holdings will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified redemption set forth in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. Holdings shall comply with the requirements of 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. On the Change of Control Payment Date, Holdings shall, to the extent lawful, (1) accept for payment all Notes or portions 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 thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Notes 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. The Change of Control 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 Holdings repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require Holdings NEHC to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March July 15, 20032002) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if such date of purchase is after March July 15, 20032002) (the "Change of Control Payment"). Payment")~ Within 30 days following any Change of Control, Holdings NEHC will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 3.09 hereof and described in such notice. Holdings NEHC shall comply with the requirements of 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. On the Change of Control Payment Date, Holdings NEHC shall, to the extent lawful, (1) accept for payment all Notes or portions 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 thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by HoldingsNEHC. The Paying Agent will promptly mail to each Holder of Notes 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. The Change of Control 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 Holdings 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 a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by NEHC and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl 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 will have the right to require Holdings to repurchase all or any part (equal to $1,000 or an integral multiple thereofmultiples of that amount) of such that Holder's ’s Notes pursuant to on the offer described below (terms set forth in the "Notes. In a Change of Control Offer") at an , the Issuers will be required to offer price payment in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to March 15, 2003) or 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to on the Notes that are repurchased to, but not including, the date of purchase repurchase (if such date of purchase is after March 15, 2003) (the "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, Holdings will mail but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to each Holder Holders of the Notes, describing the transaction that constitutes or transactions that may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in such the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such that notice is mailed mailed, other than as may be required by law (the "a “Change of Control Payment Date"”). The notice will, pursuant if mailed prior to the procedures required by Section 3.9 hereof and described in such notice. Holdings shall comply with the requirements date of 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 consummation of the Notes as a result of a Change of Control. On , 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, Holdings shall, to the extent lawful, (1) accept for payment all Notes or portions 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 thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Notes 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. The Change of Control 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 Holdings repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.