NATIONAL ENERGY GROUP INC
10-Q, EX-99.3, 2000-08-11
CRUDE PETROLEUM & NATURAL GAS
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                                                                   EXHIBIT 99.3


Patrick J. Neligan, Jr.
State Bar No. 14866000
Mark E. Andrews
State Bar No. 01253520
NELIGAN, ANDREWS & FOLEY, LLP
1700 Pacific Avenue, Suite 2600
Dallas, Texas 75201
Telephone: (214) 840-5300
Facsimile: (214) 840-5301

COUNSEL FOR DEBTORS

                      IN THE UNITED STATES BANKRUPTCY COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                                 DALLAS DIVISION

IN RE:                               )
                                     )
NATIONAL ENERGY GROUP, INC. and      )   CASE NO. 98-80258-HCA-11
BOOMER MARKETING CORPORATION,        )   (Jointly Administered)
                                     )
DEBTORS.                             )

                  ORDER CONFIRMING JOINT PLAN OF REORGANIZATION
             AND FIXING DEADLINES FOR FILING ADMINISTRATIVE CLAIMS,
                         FEE CLAIMS AND REJECTION CLAIMS

     This Court having held a hearing on the Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code for National Energy Group, Inc. and Boomer
Marketing Corporation Proposed by Debtors and Official Unsecured Creditors'
Committee dated May 12, 2000 ("Joint Plan") on July 7, 2000 at 9:30 a.m., and
the Court, after hearing the arguments of counsel, receiving evidence, including
the ballot summaries, reviewing the Joint Plan and the Debtors and Official
Committee of Unsecured Creditors' Amended Joint Disclosure Statement Under
Section 1125 of the Bankruptcy Code Regarding Debtors' and Official Committee of
Unsecured Creditors' Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code, Dated


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 1

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May 12, 2000 and other pleadings and documents in the case, and after taking
judicial notice of all other reports, transcripts, the Debtors' Amended
Schedules and Statement of Affairs, pleadings and prior orders of this Court on
file in these chapter 11 cases, makes the following findings of fact and
conclusions of law:

     1. This matter is a core proceeding, over which this Court has jurisdiction
pursuant to 28 U.S.C. Section 157(b) and 1334(a). Venue of these proceedings is
proper under 28 U.S.C. Sections 1408 and 1409.

     2. All defined terms not otherwise defined in this Order shall have the
definitions set out in the Joint Plan. A true and correct copy of the Joint
Plan, Disclosure Statement, Ballots and Order Approving Disclosure Statement
("Solicitation Package") are attached as EXHIBIT "1".

     3. All persons entitled to notice of the Confirmation Hearing received
adequate notice in a timely fashion in accordance with the Bankruptcy Code, the
Bankruptcy Rules, and the orders previously entered in the Chapter 11 Cases (the
"Procedural Orders").

     4. The technical modifications announced by the Debtors at the Confirmation
Hearing comply with Bankruptcy Code section 1127 (hereinafter "Technical
Modifications") and all such modifications are incorporated by reference into
the Joint Plan as EXHIBIT "2" to this Order.

     5. The Solicitation Package was sent on May 19, 2000 via first class mail
by the Debtors to over 17,000 creditors and interest holders. In addition,
approximately 10,000 parties-in-interest, including Working Interest Owners,
Royalty Interest Owners and Joint Interest Partners, who were not owed money by
either of the Debtors, according to the


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
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Debtors' business records and who also received notice of the bankruptcy
proceedings and deadline for filing proofs of claim, but who elected to not file
a proof of claim in either of the Debtors' cases, were sent notice of the Plan,
the date and time of the Confirmation Hearing and a letter to such entity
stating that although that entity had not filed a proof of claim, that such
entity could obtain a copy of the Solicitation Package by either writing or
calling Philip Devlin at (214) 692-9211. NEG's address was included in the
notice. In addition, testimony from Philip Devlin, General Counsel of the
Debtors, was clear that he began contacting major brokerage houses, including
but not limited to, Cede & Co., ADP and Depository Trust, in April, 2000 to
begin establishing the mechanisms to provide timely distribution of the
Solicitation Packages to bondholders and shareholders. Mr. Devlin also sent
multiple copies of the Solicitation Package to all parties (56 different
parties) who called and requested copies of the Solicitation Package, including
24 different brokerage houses. Based on the testimony at the Confirmation
Hearing, the Court finds that the solicitation of acceptances or rejections of
the Joint Plan and the distribution and tabulation of ballots with respect
thereto was conducted in good faith and in compliance with Bankruptcy Code
sections 1125 and 1126, Bankruptcy Rules 3017 and 3018, and all other applicable
provisions of the Bankruptcy Code and other applicable laws, rules, and
regulations.

     6. The Court also held a hearing, prior to the commencement of the
Confirmation Hearing, on July 7, 2000 on the Motion To Change Vote filed by
Glenn and Mary Southerland, who were entitled to vote in Class 6. Based on the
evidence and argument of counsel and for cause shown, the Court entered an order
approving the Motion to Change Vote thereby allowing Glenn and Mary Southerland
to change their vote from rejection of


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
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the Joint Plan to an acceptance of the Joint Plan. Based on their Proof of
Claim, the Southerlands voted a $2 million claim. Likewise, as reflected in more
detail herein, the Court allowed Krescent Energy Partners I, L.P. to withdraw
its vote from Class 11A for cause shown. Withdrawal of its vote mooted the need
for this Court to hear the Debtors' Motion To Disallow Ballot of Krescent Energy
Partners I, L.P. pursuant to Bankruptcy Code section 1126(e).

     7. Various parties-in-interest filed four different objections to the Joint
Plan. These objections were resolved as follows:

                               TAXING AUTHORITIES

     a.   An objection was filed jointly by the Longview Independent School
          District, County of Harrison, Marshall Independent School District,
          Hallsville Independent School District, County of Leon ("Taxing
          Authorities"). The objection requested clarification of the Plan
          language to insure that ad valorem taxes for the year 2000 due to
          these Taxing Authorities were paid in the ordinary course of business.
          Based on representations of counsel to the Taxing Authorities in a
          letter to Debtors' counsel and the Withdrawal of Objection of Plan
          filed by Michael Reed, as counsel on behalf of the Taxing Authorities,
          this objection was resolved prior to the Confirmation Hearing.

                               STATE OF LOUISIANA

     b.   The Louisiana Department of Revenue filed an objection and based on
          representations of counsel and a copy of a faxed letter presented to
          the Court at the Confirmation Hearing also requesting that it be
          allowed to withdraw its objection, the Court shall treat the objection
          of the Louisiana Department of Revenue as having been resolved.

                                 TORT CLAIMANTS

     c.   Counsel for Glenn and Mary Southerland filed an objection. At the
          Confirmation Hearing, counsel for the Southerlands, Patrick Kelley,
          announced that pursuant to Debtors' agreement to include certain
          language reflected in the Technical Modifications, the objection was
          withdrawn.


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 4


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          Pursuant to a Motion to Change Vote filed by the Southerlands and for
          cause shown based on the record made by Mr. Kelley on behalf of his
          clients, the Court allowed the Southerlands to change their vote, in
          the amount previously voted, to an affirmative vote accepting the
          Joint Plan.

                                    KRESCENT

     d.   Krescent Energy Partners, I L.P. ("Krescent") filed an objection.
          Pursuant to an announcement of a settlement between the Debtors and
          Krescent on the Debtors' Objection to the Request for Administrative
          Claim filed by Krescent on the record, Krescent withdrew its objection
          to the Joint Plan and withdrew its ballot for cause shown. Based on
          the statements in the record, the Court finds sufficient cause was
          shown to support Krescent's request to withdraw its ballot. The Court
          has approved the settlement between Krescent and the Debtors, the
          terms of which are set out in EXHIBIT "A" to the Technical
          Modifications and a true and correct copy of the Settlement Documents
          are attached as EXHIBIT "B" to the Technical Modifications and EXHIBIT
          "3", which is the transcript from the Confirmation Hearing reflecting
          the announcement of the terms of the settlement between NEG and
          Krescent of the objection filed. The Court retains all jurisdiction
          over any disputes arising over the implementation of the settlement
          between Krescent and NEG or the interpretation of the terms of the
          settlement announced on the record.

     8. As evidenced by the ballot summary which was admitted into evidence at
the Confirmation Hearing and the announcements on the record, holders of at
least two-thirds in amount and more than one-half in number of Claims in Classes
2, 3, 4, 5A, 5B, 6, 10, 11A, 11B and 14, who timely and properly submitted
ballots, have accepted the Joint Plan. Each impaired class of Claims, therefore,
has voted to accept the Joint Plan in accordance with sections 1124 and 1126 of
the Bankruptcy Code.

     9. The Joint Plan complies with all the requirements of, and is otherwise
consistent with, the provisions of sections 1122 and 1123 of the Bankruptcy
Code.

     10. The Debtors and the Committee, as proponents of the Joint Plan, have
complied with all applicable provisions of the Bankruptcy Code.


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 5

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     11. Confirmation of the Joint Plan is in the best interests of all
creditors, interest holders and other parties-in-interest.

     12. The identity of any insider that will be employed or retained by
Debtors after confirmation of the Joint Plan and the compensation for any such
person has been fully disclosed as required pursuant to Bankruptcy Code section
1129(a).

     13. Counsel for the Unsecured Creditors' Committee announced on the record
the appointment of Hugh M. Ray, Esq. as Interim Trustee for the Creditors'
Trust. Mr. Ray's compensation will be calculated on an hourly basis at the rate
previously set by this Court. Notwithstanding the foregoing, the Court will
retain all jurisdiction to approve appointment of a permanent Trustee and the
compensation of any such Trustee.

     14. The confirmation of the Joint Plan is not likely to be followed by the
liquidation or need for further financial reorganization of the Debtors or any
successor to the Debtors under the Joint Plan. Based on the testimony at the
Confirmation Hearing, the Debtors have sufficient cash to pay all Allowed Claims
pursuant to the terms of the Joint Plan.

     15. The Joint Plan complies with all of the requirements of section 1129(a)
of the Bankruptcy Code. Because the Joint Plan has been accepted by each
impaired class of Claims against and Equity Interests in the Debtors, the Joint
Plan need not comply with any of the requirements of section 1129(b) of the
Bankruptcy Code.

     16. Pursuant to section 10.1 of the Joint Plan, the Joint Plan constitutes
and incorporates a motion by the Debtors to assume, as of the Effective Date,
all prepetition executory contracts and unexpired leases to which the Debtors
are a party, except for executory contracts or unexpired leases that (a) have
been previously assumed or rejected pursuant to Final



ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 6
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Order of the Bankruptcy Court, or (b) are listed on Exhibit "1" to the Joint
Plan which indicates that the Debtors has rejected such executory contract or
unexpired lease. Based on the testimony and evidence addressed at the
Confirmation Hearing (i) all contracts between EEX Corporation and NEG,
including the Participation Agreement dated January 13, 1998, (ii) the Letter of
Intent by and between Enserch Exploration, Inc. and NEG dated December 8, 1998,
(iii) the Settlement Agreement by and between Reliant Gas Transmission Company
and NEG dated July 8, 1987, and (iv) the Agreement by and between Edge Petroleum
Exploration Company and NEG dated August 10, 1998 are hereby rejected.

     NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

     A. The Joint Plan, a copy of which is included in EXHIBIT "1", as amended
by the Technical Modifications in EXHIBIT "2", is hereby confirmed.

     B. The provisions of the Joint Plan, as amended by the Technical
Modifications and this Order bind the Debtors, any and all parties or
individuals holding a Claim against the Debtors, and any and all holders of a
Common Equity Interest, Preferred Equity Interest and Other Equity Interest,
whether or not the Claim or interest of such creditor or equity holder is
impaired under the Joint Plan and regardless of whether the holder of any Claim,
Common Equity Interest, Preferred Equity Interest and Other Equity Interest
accepted or rejected the Joint Plan or regardless of whether the holder of a
Claim, Common Equity Interest, Preferred Interest or Other Equity Interest holds
an allowed Claim or Interest or filed such Claim or Interest with the Court on a
timely basis.

     C. Except as otherwise provided in the Joint Plan or the specific
provisions of this Order, the entry of this Order shall operate as an injunction
to all Creditors and Investors against


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
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the commencement or continuation of any action, the employment of process, or
any other act to collect, recover or offset any such debt, or obligation or
claim against the Debtors, the Trusts or the Distributable Assets, except
pursuant to further orders of this Court.

     D. In connection with implementation of the Plan, the Creditors' Committee
announced that Hugh M. Ray, Esq. would serve as Interim Trustee for the
Creditors' Trust. Mr. Ray's compensation as Interim Trustee will be based on a
lodestar analysis (number of hours multiplied by the hourly rate previously set
by this Court). Any payment to either (i) the Interim Trustee, (ii) any
professionals employed by either the Interim Trustee, permanent Trustee or any
successor Trustee must be approved by this Court on an ongoing basis. All
professionals of the Creditors' Trust may file an application for payment
together with time records on a monthly basis and shall provide notice of the
filing to the top ten (10) largest Non-Arnos Bondholders in Class 10, the top
five (5) trade creditors, and George McElreath, United States Trustee. Such
parties shall receive notice and an opportunity to object of not less than
fifteen (15) days. Any objection must be in writing, filed with the Court and
served on the professional filing the application for payment and the current
Trustee of the Creditors' Trust. In the event no objection is filed, the
professional shall be entitled to submit a Court order approving such fees and
be paid for all fees and expenses for that month unless the Court sets a hearing
for approval of the fees and expenses. In the event an objection is filed, the
professional shall seek a hearing and provide notice to the objecting party of
such hearing. The professional seeking any such hearing, subject to availability
in the Court's calendar, may set the hearing for approval of fees and expenses
on an expedited basis. Any professional filing a fee application may seek Court
approval to seal


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 8

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such application pursuant to Bankruptcy Code section 107, provided that any
party-in-interest may review any such pleading upon a showing of cause by this
Court

     E. Administration of the Creditors' Trust shall be governed pursuant to the
Creditors' Trust Agreement provided that in the event of a conflict between this
Order and the Creditors' Trust Agreement, the Order shall control and further
provided that in the event of a conflict between the Joint Plan and the
Creditors' Trust Agreement, the Joint Plan shall control. A form of the
Creditors' Trust Agreement is attached as EXHIBIT "4".

     F. Wells Fargo Bank Minnesota, National Association ("Wells Fargo") has
been designated as the Exchange Agent pursuant to the Joint Plan provided that
in the event of a conflict between this Order and the Creditors' Trust
Agreement, the Order shall control and further provided that in the event of a
conflict between the Joint Plan and the Creditors' Trust Agreement, the Joint
Plan shall control. A true and correct copy of the Exchange Agreement is
attached as EXHIBIT "5" and incorporated as an exhibit to the Joint Plan and
this Order.

     G. Confirmation of the Joint Plan shall be deemed to be an injunction
against any and all parties-in-interest asserting claims against property of the
above Debtors, except as otherwise provided in the Joint Plan and this Order.

     H. The holder of any Administrative Expense other than (i) a Fee Claim,
(ii) a liability incurred and paid in the ordinary course of business by the
Debtors, or (iii) an Allowed Administrative Expense, must file with the
Bankruptcy Court and serve on the Debtors and its Counsel, the Creditors'
Committee and its counsel and the U.S. Trustee notice of such Administrative
Expense within thirty (30) days after the Confirmation Date. At a minimum, such
notice must identify (i) the Debtor that is liable for such Claim, (ii) the name
of the holder


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
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of such Claim, (iii) the amount of such Claim, and (iv) the basis of such Claim.
Failure to file this notice timely and properly shall result in the
Administrative Expense being forever barred and discharged.

     I. The Clerk of the Court is directed to transfer no later than the
Effective Date $56,811,315.00 (which equals 56 1/2% of the Non-Arnos Bonds) plus
any actual interest which accrued on $56,811,315.00 from April 20, 2000 through
the Effective Date ("Total Non-Arnos Bond Payment") to Wells Fargo in its
capacity as Exchange Agent under the Joint Plan. To the extent necessary, the
Debtors and the Committee's counsel shall take all necessary actions to cause
the transfer of the Total Non-Arnos Bond Payment. Wells Fargo is directed to
wire transfer $1.0 million from the Total Non-Arnos Bond Payment into an account
at a federally insured bank in the Northern District of Texas approved for
Debtor-in-possession accounts by the United States Trustee's office for the
Northern District of Texas upon receipt by Wells Fargo of (i) an IRS form W-9
provided by the Creditors' Trust and (ii) designation of an account for receipt
of $1 million in writing by Hugh M. Ray, Interim Trustee, within 20 days from
entry of this Order. All expenses of the Creditors' Trust shall be paid by the
Creditors' Trust from the $1.0 million deducted from the Total Non-Arnos Bond
Payment. Neither (i) the Debtors, (ii) the Reorganized Debtors or (iii) Arnos
are responsible for any fees or costs associated with the administration of the
Creditors' Trust. The Debtors and the Committee's Counsel are directed to take
all actions necessary to return all remaining funds previously escrowed pursuant
to the Arnos Sale in the Court's registry and with Bank One Texas, N.A. to Arnos
Corporation not later than two (2) business days after the Effective Date.


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 10
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     J. Each Person asserting a Fee Claim for services rendered or expenses
incurred before the Effective Date shall file with the Bankruptcy Court, and
serve on the U. S. Trustee, Debtors' counsel and the Committee's counsel, a Fee
Application within forty-five (45) days after the Effective Date. Failure to
file a Fee Application timely shall result in the Fee Claim being forever barred
and discharged.

     K. Any Claim or portion thereof arising under section 506(b) of the
Bankruptcy Code shall be disallowed unless the holder of such Claim files an
application therefor within forty-five (45) days after the Confirmation Date.
Upon the filing of such an application, the Bankruptcy Court may allow such
Claim or portion thereof upon such terms as the Bankruptcy Court finds
appropriate, which terms shall in any event include turnover or setoff of Assets
held by the holder of such Claim.

     L. The Debtors and each of their officers and directors hereby are
authorized to take all actions necessary or appropriate to implement the Joint
Plan and the transactions contemplated thereby in accordance with the terms of
the Joint Plan. Each of the officers of the Debtors is authorized to execute,
deliver, file or record such documents and take such other actions as such
officer may determine is necessary or appropriate to effectuate the Joint Plan,
this Order, and the transactions contemplated thereby, all without further
application to or order of this Court, and irrespective of whether such
documents or actions are specifically referred to in the Joint Plan, the Joint
Plan Documents, the Disclosure Statement, this Order, or any exhibit, schedule,
or annex to any of the foregoing. To the extent that, under applicable
nonbankruptcy law, any of the foregoing actions would otherwise require the
consent or approval of either the directors or shareholders of the Debtors, this
Order shall constitute such consent or approval. All


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actions contemplated under the Joint Plan are approved by this Order without
further shareholder approval or approval by the Debtors' Board of Directors
being required.

     M. This Court shall retain jurisdiction to the extent provided in section
12.1 of the Joint Plan.

     N. Notice of the entry of this Order shall be mailed by the Debtors to each
holder of a Claim or Equity Interest and to such other parties as are entitled
to notice thereof.

     O. To the extent of any direct conflict between the terms of the Joint Plan
and the terms of this Order, the terms of this Order shall control.

     P. Pursuant to Bankruptcy Code section 1146(c) and as contemplated under
Article 13.9 of the Joint Plan, the issuance, transfer or exchange of notes or
equity securities as contemplated under the Plan, the creation of any mortgage,
deed of trust, or other security interest, the making or assignment of any lease
or sublease, or the making or delivery of any deed or other instrument of
transfer under, in furtherance of, or in connection with the Plan, including,
without limitation, any merger agreements or agreements of consolidation, deeds,
bills of sale or assignments executed in connection with any of the transactions
contemplated under the Plan shall not be subject to any stamps, real estate
transfer, mortgage recording or other similar tax.

     Q. Any and all transactions or actions contemplated under the Joint Plan by
the Debtors and/or by the Reorganized Debtors, including but not limited to the
issuance of new stock and the reverse stock split, shall be entitled to all
protections and exemptions provided pursuant to Bankruptcy Code section 1145.


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     R. The Debtors shall apply for entry of a Final Decree in this case on or
before the expiration of nine (9) months from the date of entry of this Order,
unless the entry of a Final Decree would be inappropriate, in which case the
Debtors shall file a Report of Status of Consummation of Confirmation on or
before such date, detailing why entry of a Final Decree should not be entered.

     S. As of the Confirmation Date, the Debtors shall be relieved of any
further obligation to file monthly operating reports with the Bankruptcy Court
and shall file the quarterly post-confirmation reports provided by the U.S.
Trustee's Office. The Debtors shall make all payments required under 28
U.S.C. Section 1930.

     T. All Transferred Causes of Action, as that term is defined in the Plan,
are transferred, conveyed, and assigned by the Debtors as of the Effective Date
to the Creditors Trust. Such Transferred Causes of Action shall be preserved,
owned, and enforced exclusively by the Creditors' Trust thereafter, just as if
the Creditors' Trust were the Debtors.

     U. Except for St. Martin's Parish, Louisiana and any other Taxing
Authorities for governmental units affiliated with St. Martin's Parish,
Louisiana, in which Parish certain oil leases and other property interests of
NEG located within the Lake Mongoulois Unit Area are being transferred to
Krescent pursuant to the settlement announced on the record at the Confirmation
Hearing, all other Taxing Authorities with claims for ad valorem taxes for the
year 2000 shall retain their statutory tax liens until the payment of all taxes
and any penalty and interest which may ultimately accrue in connection with
those taxes. The ad valorem taxes due for the year 2000 are hereby designated a
post-confirmation debt, to be timely paid when otherwise due, or be subject to
state court collection without further recourse to the Bankruptcy


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Court. It shall not be necessary for any ad valorem tax jurisdiction to file
claims for the year 2000 taxes. Pursuant to the settlement between Krescent and
the Debtors, the Debtors transferred all interest and personal property located
within the Lake Mongoulois Unit Area to Krescent and accordingly, Krescent shall
be responsible for all taxes accruing in the year 2000 and arising in connection
with the Lake Mongoulois Unit Area or the transfer of NEG's interest in the Lake
Mongoulois Unit Area.

DATED:
      --------------------------------

                                          -------------------------------------
                                          HAROLD C. ABRAMSON,
                                          UNITED STATES BANKRUPTCY JUDGE


ORDER CONFIRMING JOINT PLAN OF REORGANIZATION AND FIXING DEADLINES
FOR FILING ADMINISTRATIVE CLAIMS, FEE CLAIMS AND REJECTION CLAIMS - PAGE 14


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