National Energy Group Inc Sample Contracts

National Energy Group Inc – CERTIFICATE OF DISSOLUTION OF NATIONAL ENERGY GROUP, INC. (March 26th, 2008)

National Energy Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

National Energy Group Inc – Contact: Bob G. Alexander FOR IMMEDIATE RELEASE (OTC BULLETIN BOARD: NEGI) NATIONAL ENERGY GROUP, INC. ANNOUNCES APPROVAL BY SHAREHOLDERS OF PLAN OF DISSOLUTION AND LIQUIDATION (March 14th, 2008)

DALLAS, TX — March 14, 2008 — On March 14, 2008, the shareholders of National Energy Group, Inc. (“NEGI” or the “Company”) (OTC Bulletin Board: NEGI) approved, by the requisite vote required under Delaware law at a special meeting of the Company’s shareholders (the “Special Meeting”), the Plan of Complete Dissolution and Liquidation of National Energy Group, Inc. (the “Plan”), in the form attached to the definitive proxy statement dated January 7, 2008 (the “Proxy Statement”), and the dissolution and liquidation of the Company in accordance therewith (the “Dissolution”). Company shareholders of record as of the close of business on December 27, 2007, which was the record date for the Special Meeting previously established by the Company (the “Record Date”), were entitled to notice of and to vote at the Special Meeting.

National Energy Group Inc – Contact: Bob G. Alexander FOR IMMEDIATE RELEASE (OTC BULLETIN BOARD: NEGI) NATIONAL ENERGY GROUP, INC. ANNOUNCES ADJOURNMENT OF THE SPECIAL MEETING OF SHAREHOLDERS AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT (February 28th, 2008)

DALLAS, TX — February 28, 2008 — On February 7, 2008, the Company publicly announced that on February 1, 2008 a purported stockholder derivative and class action lawsuit styled Andrew T. Berger v. Icahn Enterprises LP, et al. (Case No. 3522-VCS) was filed in the Delaware Court of Chancery against the Company, as a nominal defendant, and Icahn Enterprises L.P. (“Icahn Enterprises”), Robert G. Alexander, Jon F. Weber, Robert J. Mitchell, Jack G. Wasserman and Robert H. Kite, as additional defendants (the “Lawsuit”). Messrs. Alexander, Weber, Mitchell, Wasserman and Kite are current or former directors or officers of the Company. The Lawsuit alleges, among other things, that certain of the Company’s current and former officers and directors breached their fiduciary duties to the Company and its shareholders in connection with the Company’s previously announced November 21, 2006 sale to NEG Oil & Gas LLC (“NEG Oil & Gas”) of the Company’s former unconsolidated non-controlling 50% limited l

National Energy Group Inc – 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 Inc – News Release Contact: Bob G. Alexander Philip D. Devlin (November 22nd, 2006)

DALLAS, TX — November 22, 2006 — National Energy Group, Inc. (“NEGI” or the “Company”) (OTC Bulletin Board: NEGI) today announced that on November 21, 2006 it consummated its previously disclosed agreement (the “NEG Oil & Gas Agreement”) dated October 25, 2006 with NEG Oil & Gas LLC (“NEG Oil & Gas”), NEG, Inc. (“IPO Co”) and American Real Estate Holdings Limited Partnership (“AREH”) pursuant to which NEG Oil & Gas purchased the Company’s membership interest in NEG Holding LLC (“Holding LLC”) for cash under the purchase option set forth in Section 5.4 of Holding LLC’s Operating Agreement dated as of May 1, 2001 (the “Holding LLC Operating Agreement”). Under Section 5.4 of the Holding LLC Operating Agreement, NEG Oil & Gas was permitted to purchase the Company’s membership interest in Holding LLC at a price equal to the fair market value of such interest determined as if Holding LLC had sold all of its assets for fair market value and liquidated. AREP O & G Holdings LLC (“AREP O & G”),

National Energy Group Inc – 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 Inc – 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 Inc – Contact: Bob G. Alexander Randall D. Cooley Philip D. Devlin (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 NEGI’s membership interest in NEG Holding LLC (“NEG Holding”) on the terms set forth therein.

National Energy Group Inc – NATIONAL ENERGY GROUP, INC. ANNOUNCES LETTER OF INTENT BETWEEN RIATA AND AREP (September 11th, 2006)

DALLAS, TX — September 11, 2006 — National Energy Group, Inc. (“NEG” or the “Company”) (OTC Bulletin Board: NEGI) today announced that it has been advised that on September 7, 2006, Riata Energy, Inc. (“Riata”) and American Real Estate Partners, L.P. (“AREP”), the owner of 50.01% of NEG’s common stock, entered into an Exclusivity Agreement and Letter of Intent (the “Letter of Intent”) pursuant to which Riata would obtain an option to acquire NEG Oil & Gas LLC (“NEG Oil & Gas”), a wholly-owned subsidiary of AREP which holds all of AREP’s oil and gas investments. The Letter of Intent provides that the option and exclusivity period would expire in 70 days, subject to extension in certain circumstances. The transaction would include the acquisition by NEG Oil & Gas or NEG Holding LLC (“NEG Holding”) of NEG’s unconsolidated non-controlling 50% membership interest in NEG Holding through the redemption option set forth in Section 5.4 of NEG Holding’s Operating Agreement dated as of May 1, 200

National Energy Group Inc – 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 Inc – PRESS RELEASE: National Energy Group, Inc. Reports Fiscal 2005 Fourth Quarter and Annual Results (March 24th, 2006)

DALLAS, March 24 /PRNewswire-FirstCall/ — National Energy Group, Inc. (OTC Bulletin Board: NEGI) today announced results for the fourth quarter and year ended December 31, 2005.

National Energy Group Inc – 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 Inc – National Energy Group, Inc. Management Incentive Plan (February 7th, 2006)

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 Inc – AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 20, 2005 among NEG OPERATING LLC as the Borrower, AREP OIL & GAS LLC, as the Lender, AREP OIL & GAS LLC, as Administrative Agent for the Lender and CITICORP USA, INC, as Collateral Agent for the Lender and the Hedging Counterparties (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 Inc – 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 Inc – AMERICAN REAL ESTATE PARTNERS, L.P. AND NATIONAL ENERGY GROUP, INC. ANNOUNCE SIGNING OF MERGER AGREEMENT (December 8th, 2005)

MOUNT KISCO, NY and DALLAS, TX — December 7, 2005 — American Real Estate Partners, L.P. (“AREP”) and National Energy Group, Inc. (“NEG”) today announced the signing of a merger agreement, pursuant to which NEG will be merged into an affiliate of AREP Oil & Gas LLC. AREP Oil & Gas, which is a wholly owned indirect subsidiary of AREP, is the owner of 50.1% of NEG’s common stock.

National Energy Group Inc – Confidential Information Memorandum NOVEMBER 2005 (November 10th, 2005)

The following table details the Company’s reserve base as of June 30, 2005 based on reports prepared by independent third party reservoir engineering firms. ***

National Energy Group Inc – 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 Inc – NATIONAL ENERGY GROUP, INC. Incentive Plan (November 12th, 2004)
National Energy Group Inc – or to such other address as the party may have furnished to the other parties in accordance herewith, except that notice of change of addresses shall be effective only upon receipt. 10.2 Insider Trading. TransTexas, through a public offering or otherwise, may become or may be deemed a "publicly traded" company under the United States securities laws, In such event, NEG acknowledges that it is aware that the United States securities laws would prohibit any person who has material, non-public information concerning TransTexas from purchasing or selling any securities of TransTexas or from commun (September 10th, 2003)
National Energy Group Inc – Peter Ehret Linda McAyeal Christopher J. Ryan Van Kampen Funds Van Kainpen Funds Baker Hughes, Inc. One Parkview Plaza One Parkview Plaza 3900 Essex Lane, Suite 1200 Oakbrook Terrace, Illinois 60181 Oakbrook Terrace, Illinois 60181 Houston, Texas 77027-5177 Hugh M. Ray CIBC WORLD MARKETS CIBC World Markets/CIBC Oppenheimer James Donnell 425 Lexington Ave. 1600 Smith St., Suite 3100 Andrews & Kurth L.L.P. 3rd floor Houston, TX 77002 600 Travis, Suite 4200 New York, NY 10017 Attn: Joe Hoepfl Houston, Texas 77002 Attn: Joseph J. Radecki, Jr. Richard M. Roberson Thomas H. Grace/Kelly J. Wilhelm Ro (April 1st, 2002)
National Energy Group Inc – Contract (November 14th, 2001)

STATE COUNTY PROSPECT WELL NAME PROSPECT ID ----- ------ -------- --------- ----------- AR CRAWFORD ALMA PROSPECT MCCARTY B 8-2 C & T 10029 AR CRAWFORD KIBLER WILLIAMS PROSPECT GREGORY 2-C, ELMER 10019 AR CRAWFORD KIBLER WILLIAMS PROSPECT GREGORY 2-T, ELMER 10020 AR CRAWFORD KIBLER WILLIAMS PROSPECT GREGORY 3-C, ELMER 10021 AR CRAWFORD KIBLER WILLIAMS PROSPECT GREGORY 3-T, ELMER 10022 AR FRANKLIN AETNA PROSPECT BURCHAM HEIRS 21-3 10012 AR FRANKLIN AETNA PROSPECT

National Energy Group Inc – Contract (November 14th, 2001)

STATE COUNTY PROSPECT PROPERTY PROPERTY ID ----- -------------- ------------------------ ------------------------ ----------- AR COLUMBIA DORCHEAT MACEDON KEITH D-1 30375 AR COLUMBIA MT VERNON - COLUMBIA/AR LONGINO - LEWIS 3 30361 AR COLUMBIA MT VERNON - COLUMBIA/AR ALDRIDGE 1 30371 AR COLUMBIA MT VERNON - COLUMBIA/AR DICKSON W E ESTATE 1 30372 AR COLUMBIA MT VERNON - COLUMBIA/AR EDDY - HORTON 1 30373 AR COLUMBIA MT VERNON - COLUMBIA/AR LONGINO - LEWIS 2 SWD 30376 AR

National Energy Group Inc – PURCHASE AND SALE AGREEMENT (March 30th, 2000)
National Energy Group Inc – RE: Severance Policy (April 30th, 1999)
National Energy Group Inc – Re: Separation Agreement (April 30th, 1999)
National Energy Group Inc – Re: Notice of Termination of Employment (March 31st, 1999)
National Energy Group Inc – ASSIGNMENT AGREEMENT (March 31st, 1999)
National Energy Group Inc – Re: Separation Agreement (March 31st, 1999)
National Energy Group Inc – Re: Separation Agreement (March 31st, 1999)
National Energy Group Inc – ASSIGNMENT AGREEMENT (March 31st, 1999)
National Energy Group Inc – ASSIGNMENT AGREEMENT (March 31st, 1999)
National Energy Group Inc – Re: Separation Agreement (March 31st, 1999)
National Energy Group Inc – SEVERANCE POLICY (March 31st, 1999)
National Energy Group Inc – SEVERANCE POLICY (March 31st, 1999)