-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NIylOMJozZL41j7z5IJlKXz/zDgB56jL57ec+1fEki1cgCmYhQl7TYUXw7wL+I1m WfgBq9HuiJp17I5xmiRrFg== 0001144204-10-029905.txt : 20100524 0001144204-10-029905.hdr.sgml : 20100524 20100524161948 ACCESSION NUMBER: 0001144204-10-029905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100521 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100524 DATE AS OF CHANGE: 20100524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZION OIL & GAS INC CENTRAL INDEX KEY: 0001131312 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 200065053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33228 FILM NUMBER: 10854161 BUSINESS ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2142214610 MAIL ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 8-K 1 v186402_8k.htm



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

May 21, 2010

Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

 
001-33228
(Commission File Number)
20-0065053
(IRS Employer Identification No.)
 
6510 Abrams Road, Suite 300, Dallas, TX 75231

(Address of Principal Executive Offices)            (Zip Code)

Registrant's telephone number, including area code: 214-221-4610

 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o  
Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
    

On May 21, 2010, Zion Oil & Gas Inc. (the “Company”) and Aladdin Middle East Ltd. (“AME”), a Delaware corporation with offices in Wichita, Kansas and in Ankara, Turkey, amended the drilling contract that they originally executed on September 12, 2008 and subsequently amended (the “Agreement”).

Under the recently executed amendment, AME and the Company extended the term of the Agreement to cover the drilling of the Company’s planned Ma’anit-Joseph #3 well to a depth of 5,900 meters.  In addition, Article 608 of the Agreement was amended in order to transfer to AME the burden of certain taxes that may be owed.  Under the Amendment, AME is to reimburse the Company for certain insurance premiums incurred by the Company.  The Amendment also memorialized an advance, previously remitted by the Company to AME, in an amount of $750,000 and provided that the amount of the advance will be recovered by offset against future AME invoices.

The foregoing description of the transaction is only a summary and is qualified in its entirety by reference to the Amendment No. 4 to the International Daywork Drilling Contract-Land attached hereto as Exhibit 10.1, which is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
Exhibit 10.1 – Amendment No. 4 (dated as of May 21, 2010 and effective as of April 23, 2010) to International Daywork Drilling Contract – Land dated as of September 12, 2008 between Zion Oil & Gas, Inc. and Aladdin Middle East Ltd.
 
 

 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.


 
Zion Oil and Gas, Inc.
 
     
       
Date: May 24, 2010
By:
/s/ Richard J. Rinberg
 
   
Richard J. Rinberg
 
   
Chief Executive Officer
 
       
 
EX-10.1 2 v186402_ex10-1.htm Unassociated Document

EXHIBIT 10.1

AMENDMENT NO. 4 TO THE INTERNATIONAL DRILLING CONTRACT-LAND


This AMENDMENT NO. 4 TO THE INTERNATIONAL DRILLING CONTRACT-LAND (hereinafter referred to as “Amendment No. 4”) is made and entered into as of April 23rd, 2010 (hereinafter referred to as the “Effective Date of Amendment No.4”) by and between:

- ZION OIL & GAS INC., a corporation organized under the laws of State of Delaware USA having offices at 6510 Abrams Road, Suite 300 Dallas, Texas 75231 USA and at 15 Bareket St. North Industrial Park Caesarea, 38900, Israel (hereinafter referred to as “Operator”), and

- ALADDIN MIDDLE EAST LTD., a corporation organized under the laws of State of Delaware USA having offices at 123 South Market, Wichita Kansas 67202 USA and at Sogutozu Caddesi No: 23 Balgat 06520 Ankara, Turkey (hereinafter referred to as “Contractor”).

Each of “Operator” and “Contractor” shall sometimes hereinafter individually be referred to as a “Party”, and collectively as the “Parties”.

WHEREAS, Operator and Contractor entered into an International Daywork Drilling Contract-Land dated September 12, 2008, as amended by Amendment No. 1 dated December 7, 2008, Amendment No. 2 dated April 13, 2009, and Amendment No.3 dated December 17, 2009 (as so amended or modified the “Contract”) and a Protocol with respect to the Contract dated June 18, 2008, an Amendment to Protocol dated July 31, 2008, and a Protocol No. 2 dated December 7, 2008;

WHEREAS, Article 201 of the Contract provides that the term of the Contract shall be for a period of drilling at least one exploration well or an additional well to be mutually agreed by the Parties, unless terminated in accordance with Article 202 of the Contract;

WHEREAS, to date the Contractor has drilled the 'Ma'anit-Rehoboth #2' and the 'Elijah #3' wells of Operator;

WHEREAS, Operator now desires to have one more well (the ‘Ma'anit-Joseph #3’ well - hereinafter the “Well”) drilled by Contractor, and Contractor desires to drill such Well for Operator all in accordance with the terms and conditions of the Contract except as otherwise agreed in this Amendment No.4;

WHEREAS, Parties wish to extend the term of the Contract defined in Article 201 of the Contract to apply to the Well;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment No. 4 and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

1. DEFINITIONS

All terms in this Amendment No. 4 shall have the same meaning as in the Contract, unless otherwise defined in this Amendment No. 4.

2. TERM OF THE CONTRACT

The Parties hereby agree to extend the term of the Contract for the period necessary to drill the Well to a depth of 5,900 meters and complete any workover of the Well as may be determined by the Operator.
 
 
 
 

 
If for any reason whatsoever the Operator is unable to proceed or continue with drilling of the Well, the Operator is entitled to terminate the Contract forthwith upon notice to the Contractor.

3. TAXES

Article 608 of the Contract is hereby deleted in full and shall be read in its entirety as follows:

“608 TAXES

Contractor agrees to prepare and timely file all required income or other tax returns or declarations required by the government of the area where the Drilling Rig operates.”

The Parties declare that this amendment to Article 608 shall not apply retroactively and all rights and obligations of the parties accruing prior to this date under Article 608 shall remain in full force and effect.

4. STANDBY RATE & SET OFF

(a)              The Parties agree that until the Operating Rate or Moving Fee shall become applicable with respect to the Well (the “Commencement Date”), the Standby without Crew Rate shall be paid by Operator to the Contractor as of the Effective Date of Amendment No.4.

(b)           Notwithstanding that there has not occurred a demobilization of the Drilling Rig, the Operator has paid the Demobilization Fee in full as noted in Amendment No. 3. Therefore, the Parties hereby agree that the Operator will be entitled, at a mutually agreed future time, to set off or otherwise recover the sum of $550,000 paid as the Demobilization Fee.

(c )              Provided that the Commencement Date of the Well has not occurred, prior to initial payment to Contractor for the purchase of the Drilling Rig in accordance with such terms as shall be agreed pursuant to that certain MOU dated April 9, 2010 between the Parties concerning the establishment of a jointly held drilling operations entity, the Parties agree that the Standby Rate payable shall thereafter be reduced in accordance with a mutually agreed amount.

5. INSURANCE

The Contractor shall reimburse the Operator, upon demand and evidence of payment, for any sums expended by Operator for insurance coverage obtained, maintained and / or paid for by Operator which Contractor was or is obligated for under Appendix B of the Contract, but which was not obtained or maintained for any reason whatsoever by the Contractor; provided in all circumstances that Contractor instructed Operator to obtain and / or maintain such insurance coverage. Nothing herein shall imply or impose any liability, obligation or responsibility on Operator to obtain and maintain any insurance imposed on Contractor under the Contract; and Contractor is not relieved of any such obligation or responsibility.

On May 6, 2010 the Contractor instructed the Operator to obtain the following insurance coverage for the drilling rig on Contractor’s behalf: fire, burglary, earthquake, and natural disaster.

6.  ADVANCE

The Operator has advanced to the Contractor the sum of $750,000 (the “Advance”). The Advance shall be applied from time to time until full depletion, to any subsequent monies due and owing to Operator by the Contractor (other than for payment of the Standby without Crew Rate prior to the Commencement Date) under the Contract or otherwise.

7.   SURVIVAL OF TERMS

Unless otherwise stated in this Amendment No.4, all terms and conditions of the Contract shall remain in full force and effect.
 
 
 
 

 
This Amendment No.4 shall constitute an integral part of the Contract.

8. COUNTERPARTS

This Amendment No. 4 may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, each of the Parties has caused this Amendment No. 4 to be signed by its duly authorized officer on date first noted above.


ZION OIL & GAS, INC.
ALADDIN MIDDLE EAST LTD.
   
   
/s/ Richard Rinberg                     
/s/ Huseyin Cetin Mumcuoglu           
Richard Rinberg, CEO
Huseyin Cetin Mumcuoglu,
 
General Manager






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