National Energy Group – Exhibit 10.1 EMPLOYMENT AGREEMENT (January 22nd, 2007)EMPLOYMENT AGREEMENT dated effective as of November 22, 2006 (this Agreement), between National Energy Group, Inc. (the Company), having an address at 4925 Greenville Avenue, Suite 1400, Dallas, Texas 75206, and Mr. Bob G. Alexander (the Employee), having an address at6017 Morning Dove Lane, Edmond, Oklahoma 73003.
National Energy Group – Third Amendment to Management Agreement (November 9th, 2006)This Agreement is being entered into as of October 30, 2006 (this Agreement), between National Energy Group, Inc. (the Company) and NEG Operating LLC (the LLC). All capitalized terms used but not defined herein shall have the meanings given such terms in the Management Agreement dated as of May 1, 2001, as amended on December 31, 2002 and April 1, 2004, respectively (the Management Agreement), between the Company and the LLC.
National Energy Group – Agreement (October 26th, 2006)This Agreement is being entered into as of October 25, 2006 (this Agreement), by and among National Energy Group, Inc. (the Company), NEG Oil & Gas LLC (NEG Oil & Gas), NEG, Inc. (IPOCO) and American Real Estate Holdings Limited Partnership (AREH). All capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement and Plan of Merger dated as of December 7, 2005 (the Merger Agreement), by and among the Company, NEG Oil & Gas, IPOCO and AREH.
National Energy Group – For Immediate Release (Otc Bulletin Board: Negi) National Energy Group, Inc. Announces Agreement With Neg Oil & Gas Llc Pertaining to Possible Purchase of Membership Interest in Neg Holding Llc (October 26th, 2006)DALLAS, TX October 25, 2006 National Energy Group, Inc. (NEGI or the Company) (OTC Bulletin Board: NEGI) today announced that it has entered into an agreement dated October 25, 2006 (the Agreement) with NEG Oil & Gas LLC (NEG Oil & Gas), NEG, Inc. (Newco) and American Real Estate Holdings Limited Partnership (AREH) pertaining to the possible purchase of NEGIs membership interest in NEG Holding LLC (NEG Holding) on the terms set forth therein.
National Energy Group – Contract (June 28th, 2006)THIS SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of June 19, 2006, between NATIONAL ENERGY GROUP, INC., a Delaware corporation (the Company), and WELLS FARGO BANK, N.A., (as successor by merger with Wells Fargo Bank Minnesota, N.A.) a national banking association (the Successor Trustee) (capitalized terms used herein and not otherwise defined herein are used herein as defined in the Amended Indenture (as hereafter defined)).
National Energy Group – Contract (March 16th, 2006)THIS SUPPLEMENTAL INDENTURE (the Supplemental Indenture), dated as of March 16, 2006, between NATIONAL ENERGY GROUP, INC., a Delaware corporation (the Company), and WELLS FARGO BANK, N.A., (as successor by merger with Wells Fargo Bank Minnesota, N.A.) a national banking association (the Successor Trustee).
National Energy Group – Affirmation of Obligations (March 16th, 2006)This Affirmation of Obligations is delivered by the undersigned, pursuant to Section 5.1.4 of the Amended and Restated Credit Agreement, dated as of December 20, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Amended and Restated Credit Agreement), among NEG Operating LLC, as Borrower, (the Borrower) AREP Oil & Gas LLC as the Lender and the Administrative Agent, and Citicorp USA, Inc., as Collateral Agent for the Lenders and the Hedging Counterparties (the Collateral Agent). The Amended and Restated Credit Agreement amends and restates in its entirety that certain Credit Agreement, dated as of December 29, 2003, among the Borrower, Mizuho Corporate Bank, Ltd., as Administrative Agent for the Lenders, Bank of Texas, N.A. and The Bank of Nova Scotia, as co-agents for the Lenders and Bank of Texas, N.A., as Collateral Agent for the Lenders (the Original Credit Agreement). Unless otherwise defined herein, terms used herein have the meaning
National Energy Group – National Energy Group, Inc. Management Incentive Plan (February 7th, 2006)I. PURPOSE The National Energy Group, Inc. Management Incentive Plan has been established to provide additional compensation to Participants for their contribution to the achievement of the objectives of the Company, encouraging and stimulating superior performance by such personnel, and assisting in attracting and retaining highly qualified key employees.
National Energy Group – Amended and Restated Credit Agreement (December 29th, 2005)THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2005, is among NEG OPERATING LLC, a Delaware limited liability company (the Borrower), AREP Oil & Gas LLC, a Delaware limited liability company (AREP O&G and the Lender), AREP O&G, as administrative agent for the Lenders, successor to MIZUHO CORPORATE BANK, LTD. (in such capacity together with any successors thereto, the Administrative Agent), and CITICORP USA, INC., as collateral agent for the Lenders and Hedging Counterparties, successor to BANK OF TEXAS, N.A. (in such capacity together with any successors thereto, the Collateral Agent).
National Energy Group – Agreement and Plan of Merger by and Among National Energy Group, Inc., a Delaware Corporation, Arep Oil & Gas Llc, a Delaware Limited Liability Company and Neg Ipoco, Inc. A Delaware Corporation Dated: December 7, 2005 (December 8th, 2005)THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of December 7, 2005, is by and among NATIONAL ENERGY GROUP, INC., a Delaware corporation (the Company), AREP OIL & GAS LLC, a Delaware limited liability company (AREP Oil & Gas), NEG IPOCO, INC., a Delaware corporation (IPO Co.) wholly owned by AREH (as hereafter defined), and, solely for purposes of Sections 3.2, 3.3 and 4.16 of this Agreement, AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP, a Delaware limited partnership (AREH). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 7.8 of this Agreement.
National Energy Group – Management Agreement by and Between National Energy Group, Inc. And Panaco, Inc. (November 15th, 2004)Pursuant to an order dated November 3, 2004 issued by the United States Bankruptcy Court for the Southern District of Texas confirming a Chapter 11 proceeding Plan of Confirmation in the matter of Panaco, Inc., this Management Agreement (the Agreement) is made effective on the 16th day of November, 2004 by and between National Energy Group, Inc., a Delaware corporation (NEG) and Panaco, Inc., a Delaware corporation (Panaco), referred to herein individually as Party or collectively as Parties.
National Energy Group – NATIONAL ENERGY GROUP, INC. Incentive Plan (November 12th, 2004)
National Energy Group – Contract (May 17th, 2004)EXHIBIT 10.51 [EXECUTION COPY] FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 5,2004 (this "First Amendment"), is by and among NEG OPERATING LLC, a Delaware limited liability company (the "Borrower"), MIZUHO CORPORATE BANK, LTD., as administrative agent for the Lenders (in such capacity together with any successors thereto, the "Administrative Agent"), THE BANK OF NOVA SCOTIA and BANK OF TEXAS, N.A., as co-agents for the Lenders (each in such capacity, a "Co-Agent" and together the "Co-Agents," together with any successors thereto) and BANK OF TEXAS, N.A., as collateral agent for the Lenders (in such capacity together with any successors thereto, the "Collateral Agent") and the various financial institutions as are or may become parties hereto (collectively, the "Lenders"). WITNESSETH: 1. The Borro
National Energy Group – Contract (March 30th, 2004)EXHIBIT 10.50 NATIONAL ENERGY GROUP, INC. CODE OF ETHICS AND BUSINESS CONDUCT STATEMENT OF GENERAL POLICY This Code of Ethics and Business Conduct (the "Code") has been adopted to provide guiding principles to all officers and employees of National Energy Group, Inc. (the "Company") in the performance of their duties. It also applies in many respects to the directors of the Company. The Code should be read in conjunction with the Company's other policies that govern employee conduct. The basic principle which governs all of our officers, directors and employees ("Insiders") is that the Company's business should be carried on with loyalty to the interest of our shareholders, customers, suppliers, fellow employees, strategic partners and other business associates. In furtherance of the foregoing, no Insider shall: (a) employ any device, scheme or artifice to defraud the Company or any Business Associate; (b) engage in any act, practic
National Energy Group – Contract (January 14th, 2004)
National Energy Group – Contract (January 14th, 2004)(EXECUTION COPY) SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Security Agreement"), dated as of December 29, 2003, made by NEG OPERATING LLC, a Delaware limited liability company (the "Grantor"), in favor of BANK OF TEXAS, N.A., as Collateral Agent (together with its successor(s) and assign(s) thereto, the "Collateral Agent") for the Lender Parties (as defined below). WITNESSETH: WHEREAS, pursuant to a Credit Agreement dated as of December 29, 2003 (together with all amendments, supplements, restatements and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among the Grantor, the Administrative Agent, Bank of Texas, N.A., and The Bank of Nova Scotia, as Co-Agents, Bank of Texas, N.A., as Collateral Agent, and the Issuers and the Lenders from time to time parties thereto, the Issuers and the Lenders have extended credit to the Borrower by way of Lo
National Energy Group – Contract (January 14th, 2004)Authorized Outstanding Interests Interests % of Interests Pledged ---------- ----------- ---------------------- Shana National LLC 100% of all of the membership interests owned by the Pledgor, being 100% of the membership interests of Shana National LLC
National Energy Group – Contract (January 14th, 2004)Authorized Outstanding Interests Interests % of Interests Pledged ---------- ----------- ---------------------- NEG Holding LLC 100% of all of the membership interests owned by the Pledgor, being 50% of the membership interests of NEG Holding LLC
National Energy Group – Contract (September 10th, 2003)
National Energy Group – Contract (November 14th, 2001)
National Energy Group – Contract (November 14th, 2001)
National Energy Group – 1 (September 12th, 1996)
National Energy Group – And the Securities Received Upon Exercise of This Warrant May Not Be Offered, (September 12th, 1996)
National Energy Group – Unlimited Guaranty (September 12th, 1996)
National Energy Group – Of 1933 or Any Applicable State Securities Laws And, Accordingly, This Warrant (September 12th, 1996)
National Energy Group – 1 (September 12th, 1996)
National Energy Group – Certificate of Merger (September 12th, 1996)
National Energy Group – 1 (September 12th, 1996)
National Energy Group – Deed of Trust, Security Agreement, (September 12th, 1996)
National Energy Group – Neither This Warrant Nor the Securities Received Upon Exercise of This (September 12th, 1996)
National Energy Group – 1 (September 12th, 1996)
National Energy Group – Term Note (September 12th, 1996)
National Energy Group – 1 (September 12th, 1996)
National Energy Group – 1 (September 12th, 1996)
National Energy Group – Unlimited Guaranty (September 12th, 1996)