Exhibit 10.01
GREATER ZANIEMYSL AREA AGREEMENT
This Agreement (hereinafter referred to as the "GZA Agreement") is made as of
the 12th day of March, 2004 among:
FX ENERGY POLAND Sp. z o.o. with its registered seat in Warsaw at Al.
Jerozolimskie 00/00, 00-000 Xxxxxx, entered into the Polish Court Register by
the District Court in Warsaw under the KRS No. 0000052459 ("FX"), represented by
Mr. Xxxxx Xxxxxx, a member of the Management Board; and
CALENERGY RESOURCES POLAND Sp. z o.o. with its registered seat in Warsaw at
Al.Wilanowska 206 app.19, 02-765, Warsaw entered into the Polish Court Register
by the District Court in Warsaw under the KRS No. 00000152983 ("CE Resources"),
represented by Xx Xxxxxxx Xxxxxxx, a member of the Management Board.
WITNESSETH:
A. Polskie Gornictwo Naftowe I Gazownictwo S.A. ("POGC") with its registered
seat in Warsaw, at Krucza 6/14, 00-000 Xxxxxx, entered into the Polish Court
Register maintained by the District Court in Warsaw under the KRS No. 0000059492
("POGC") has entered into that certain Mining Usufruct dated September 28, 2001,
with the State Treasury of the Republic of Poland, dated September 28, 2001,
covering prospecting for and exploring deposits of oil and natural gas in the
"Srem-Jarocin" area (the "Fences Mining Usufruct") and POGC has also received
Concession #29/2001/p relating thereto (the "Fences Concession");
B. POGC and FX entered into that certain Agreement on Cooperation in Exploration
of Hydrocarbons on Foresudetic Monocline dated April 11, 2000, (the "Fences
Cooperation Agreement") and that certain Joint Operating Agreement dated May 12,
2000, (the "Fences JOA"), all of which agreements grant FX certain rights and
obligations with respect to the area (the "Fences Area") covered by the Fences
Mining Usufruct and the Fences Concession;
C. POGC and FX entered into that certain Settlement Agreement (the "Fences
Settlement Agreement") dated January 8, 2003 such agreement clarifying and
resolving matters and issues arising under the Fences Cooperation Agreement.
D. CE Resources and FX executed a Restated Farmout Agreement dated 29th day of
August, 2003 (hereinafter referred to as the "RFA"). At the date of this GZA
Agreement, CE Resources holds a 24.5% undivided interest in the Fences Mining
Usufruct and the Fences JOA, both of which cover the entire Fences Area.
E. In accordance with the RFA, CE has earned a 24.5% undivided interest in the
Fences Mining Usufruct and the Fences JOA as they pertain to the Minimum Earned
Acreage for the First Earning Well as defined under the RFA.
F. CE Resources declined to nominate a drillsite for the Second Earning Well in
accordance with Clause 5.1 of the RFA. Consequently the RFA has terminated in
accordance with Clause 5.3 of the RFA and pursuant to Clause 5.4 of the RFA CE
Resources is obligated to return or destroy data outside the Minimum Earned
Acreage for the First Earning Well and to transfer to FX all of CE Resources'
interest under the Fences JOA and the Fences Mining Usufruct outside the Minimum
Earned Acreage surrounding the First Earning Well.
G. FX is willing to have CE Resources participate in operations conducted
outside the Minimum Earned Acreage for the First Earning Well as defined by the
RFA in an area to be known as the Greater Zaniemysl Area ("GZA") and to own a
24.5% undivided interest in that portion of the Fences Mining Usufruct and the
Fences JOA comprising the GZA.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Subject Property and Warranty.
The GZA shall mean the geographical area detailed in Schedule 1 (excluding the
Minimum Earned Acreage for the First Earning Well as defined under the RFA). If
the Parties mutually agree to change the geographical area constituting the GZA,
they shall replace the current Schedule 1 with a substitute and sign and date
the substitute. From and after the date of this GZA Agreement CE Resources shall
hold and own 24.5% undivided interest in the GZA. Notwithstanding the
termination of the RFA pursuant to Clause 5.3 thereof, Article 9 of the RFA
(Warranties of FX) is incorporated into this GZA Agreement by reference as if
set forth in full in this GZA Agreement, mutatis mutandis, with respect to the
GZA save that the maximum aggregate liability of FX in respect of all claims for
breach of FX's Warranties under this GZA Agreement shall not exceed US$
500,000.00.
2. Liens and Encumbrances.
FX hereby warrants that the 24.5% working interest in the GZA now held and to be
retained by CE is free and clear of any lien or encumbrance as of the date of
this GZA Agreement, except for the Fences JOA and except to the extent FX has
not yet satisfied its earning requirements under the Fences Cooperation
Agreement and the Fences Settlement Agreement.
3. Reassignment to FX of Interests Outside the GZA.
Promptly on request by FX after April 30, 2004, CE Resources shall transfer to
FX all of CE Resources' interest under the Fences JOA and the Fences Mining
Usufruct outside the GZA and outside the Minimum Earned Acreage for the First
Earning Well as defined under the RFA.
4. Limited, Conditional, Disproportionate Payments by CE Resources.
CE Resources agrees to pay US $250,000 to FX as an instalment payment for the
Fences Mining Usufruct as it pertains to the GZA. Such amount shall be paid in
one instalment or several partial instalments, the amount and timing of each
instalment to be based on the geological or geophysical work approved under the
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Fences JOA and conducted on or for the benefit of the GZA. CE Resources agrees
to pay to FX such instalments in an amount equal to each cashcall payment made
by CE Resources for its 24.5% share of any expenditure required to be paid in
accordance with CE Resource's obligations with respect to the approved GZA work
program agreed mutually by FX and CE Resources and approved in accordance with
the Fences JOA. Such instalments shall continue until the total of such payments
to FX equals US $250,000. FX shall pay its own 24.5% share of such costs and
shall pay POGC's 51% share of such costs [if and to the extent FX has not
satisfied its earning requirements under the Fences Cooperation Agreement and
the Fences Settlement Agreement.
Instalment payments made by CE Resources to FX for the Fences Mining Usufruct
pursuant to this Clause 4 will be paid by CE Resources upon presentation of
invoices issued by FX. Such instalment payments will be outside the scope of VAT
unless the laws of Poland are changed.
5. Confidentiality.
The parties acknowledge the existence of the Confidentiality Agreement dated
June 11, 2002, which is currently in force. FX will need to make prompt public
disclosure of this GZA Agreement in compliance with FX's obligations under SEC
and Nasdaq rules. FX shall provide CE Resources the opportunity to review in
advance any such proposed disclosure and shall take into account the reasonable
suggestions and incorporate the reasonable comments of CE.
6. Jurisdiction
This GZA Agreement shall be governed by English law.
IN WITNESS WHEREOF this Agreement has been executed by the duly authorised
representatives of the parties hereto on the day and year first above written as
an expression of the current intentions of the parties.
CALENERGY RESOURCES (POLAND) SP. Z O.O. FX ENERGY POLAND SP. Z O.O.
By /s/ Xxxxxxx Xxxxxxx By /s/ Xxxxx X. Xxxxxx
Title: Member of the Management Board Title: Member of the Management Board
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Schedule 1
[Two maps--the Greater Zaniemysl Area and the
Zaniemysl Prospect - Approximate Area]
